Article VIII Clause Samples

Article VIII. The provisions of this Article VIII are in addition to the provisions of Article IX.

Article VIII. The Issuer Trustees; The Administrators

Article VIII. The following paragraphs shall be revised as follows:

Article VIII. The Borrowers also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.31. Each such deposit shall be held by the Agent as collateral for the Letter of Credit Outstandings and other obligations of the Borrowers under this Agreement, and for this purpose the Borrowers hereby grant a security interest to the Agent for the benefit of the Lenders and the Issuing Lenders in such collateral account and in any financial assets (as defined in the UCC) or other property held therein. In addition, and without limiting the foregoing or paragraph (d)(ii) of this Section, if there are any Letter of Credit Outstandings after the expiration date specified in said paragraph (d)(ii), the Borrowers shall promptly deposit (but in any event within two (2) Business Days after the expiration date specified in paragraph (d)(ii)) in the Cash Collateral Account an amount in cash equal to 103% of such Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. The Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. All amounts on deposit pursuant to this paragraph (m) shall be invested by the Agent in interest bearing instruments or accounts, with the selection of which instruments or accounts to be determined by the Agent in its sole discretion; provided that the Agent shall consult with the Parent Borrower as to the selection of such instruments or accounts; provided, further, that such investments shall be at the risk and expense of the Borrowers. Other than any interest earned on the investment of such deposits, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Agent to reimburse the relevant Issuing Lender for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or, if the maturity of the Loans has been accelerated (but (i) subject to the consent of Lenders with Letter of Credit Outstandings representing 100% of the total Letter of Credit Outstandings and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (b...

Article VIII a. Amendment of Section 8.01(a). Effective as of the Amendment Date, Section 8.01(a) is hereby amended and restated in its entirety to read as follows: (a) The representations and warranties of Company and the Seller contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date (the “General Survival Date”). If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by ▇▇▇▇▇ to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. b. Amendment of Section 8.04(a). Effective as of the Amendment Date, Section 8.04(a) is hereby amended and restated in its entirety to read as follows: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under this Article III until the aggregate amount of all Losses in respect of indemnification under Article III exceeds Twenty Thousand Dollars ($20,000) (the “Basket Amount”), in which event the Indemnifying Party shall only be required to pay for the Losses in excess of the Basket Amount. c. Deletion of Section 8.04(b). Effective as of the Amendment Date, Section 8.04(b) is hereby amended and restated in its entirety to read as follows:

Article VIII. 1. In Argentina – Textiles and Apparel, the Panel addressed a 3 per cent ad valorem "statistical tax" on imports, described by Argentina as designed to cover the cost of providing trade statistics. The Panel found that this statistical tax was inconsistent with Article VIII:1(a). (Argentina did not appeal this finding, but claimed that the Panel had failed to take properly into account Argentina's IMF obligations.) The Panel emphasized that an ad valorem tax, by design, is not "limited in amount to the approximate cost of services rendered", as required by Article VIII:1(a): "The meaning of Article VIII was examined in detail in the Panel Report on United States – Customs User Fee.1 The panel found that Article VIII's requirement that the charge be 'limited in amount to the approximate cost of services rendered' is 'actually a dual requirement, because the charge in question must first involve a 'service' rendered, and then the level of the charge must not exceed the approximate cost of that 'service''.2 According to the panel report, the term 'services rendered' means 'services rendered to the individual importer in question'.3 In the present case Argentina states that the service is not rendered to the individual importer, or to the specific importer associated with a particular operation, but to foreign trade operators in general and foreign trade as an activity per se. (a) to the extent that it caused fees to be levied in excess of such costs'4."5 1 (footnote original) Panel Report on US – Customs User Fee.

Article VIII. The parties hereto acknowledge and agree that a new Section 8.6 be inserted in Article VIII as follows: