Paragraph 8. 1.1 is without prejudice to any provision of the Code or any Ancillary Agreement which provides for an indemnity, or which provides for any Party to make a payment to another.
Paragraph 8. 4., renumber as paragraph 8.
Paragraph 8. 9. This entire paragraph is deleted and replaced with the following: “Failure to
Paragraph 8. Paragraph 8 of the Employment Agreement is hereby amended by deleting subparagraph 8(d) in its entirety and replacing with new subparagraph 8(d) which shall now read as follows:
(d) Upon a Change in Control Termination, the Bank shall pay to Employee in a lump sum in cash on the earlier of (x) the first day of the seventh month after the date of the Change in Control Termination Date or (y) the date of Employee’s death an amount equal to two hundred ninety-nine percent (299%) of Employee’s base amount as defined in Section 280G(b)(3)(A) of the Code.
Paragraph 8 b. of the License Agreement is hereby modified by deleting all of the text after the first “provided, however” provision thereof and replacing that language with the following: “provided, however, that if Licensee shall sell or otherwise transfer its entire business (as opposed to merely its rights under this Agreement), whether simultaneously or subsequent to any assignment permitted hereby, then this Agreement and all rights of the Licensee hereunder shall terminate simultaneously with such sale unless prior thereto, Licensee or its assignee shall furnish to Licensor then current audited financial statements demonstrating that such assignee has a net worth of not less than $20 Million (determined in accordance with generally accepted accounting principles and after giving effect to the assignment but excluding the value of the assets acquired and the liabilities assumed from Licensee).
Paragraph 8. 1(a) of the San Xxxx Receivables Loan Agreement is hereby modified in its entirety to read as follows: "Borrower is, and will continue to be during the Term hereof, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is, and will continue to be during the Term hereof, qualified to do business and in good business in California and in each jurisdiction in which it is selling Time-Share Interests or where the location or nature of its properties or business make such qualification necessary (except where failure to do so would not adversely affect Lender's ability to realize upon the Receivables Collateral, the Purchased Notes and Mortgages Collateral or any other security for the Performance of the Obligations or materially adversely affect the business or financial condition of Borrower or the ability of Borrower to complete the Performance of the Obligations). Borrower has, and will continue to have, powers adequate for making and performing under the Receivables Loan Documents, for undertaking and performing the Obligations and for carrying on its business and owning its property."
Paragraph 8. 15.1 above does not apply to any sale, lease, transfer or other disposal which is:
8.15.2.1 a Permitted Disposal;
8.15.2.2 a Permitted Transaction; or
Paragraph 8. 2 of Article 8 (“REMUNERATION”) of the Agreement is cancelled and replaced as follows: With respect to Articles 10 and 18, and for the Optional Launch, it is agreed that the Launch Services prices as set forth in Sub-paragraph 8.1(B)(ii) and the prices for Associated Services shall be escalated, prorata, on a quarterly basis from 1 January 2011 to L* (L* being the first day of the provisional Launch Period selected at Optional Launch exercise) by an escalation rate of [*]% per quarter. Said escalation rate is provisional. A final escalation rate will be determined at Launch Day minus ONE (1) month. The final escalation rate will be a weighted average calculated as follows: · [*]% on a Western European producer price growth index, · [*]% on a worldwide steel price growth index, · [*]% on a Russian labor cost growth index. The above indices will be initially selected within THIRTY (30) days of EDC by mutual agreement of the Parties. If a selected index is no longer available or appropriate at the time of calculation of the final escalation rate for the Optional Launch, Parties will select by mutual agreement the best available replacement index. The Launch Services prices as set forth in 8.1(B)(ii) and the prices for Associated Services will be recalculated, using the final escalation rate, prorata, on a quarterly basis from 1 January 2011 to L* (L* being the first day of the provisional Launch Period selected at Optional Launch exercise). Notwithstanding the calculated value of the final escalation rate, the maximum rate applicable shall not exceed [*]% per quarter and the minimum rate applicable shall not be less than [*]% per quarter. Any price differentials will be reconciled in the Launch Associated Payment.
Paragraph 8. 2 of the Executive Continuity Agreement is hereby deleted and the following is substituted in its place:
Paragraph 8. 2.2. Paragraph 8.2.2 is amended in its entirety to read as follows:
