Subsection 10. (i) Subsection 10.1 is amended by substituting the following definitions in lieu of the current version of such definitions:
Subsection 10. 1. Subsection 10.1 of the Credit Agreement is hereby amended by adding the following definitions thereto:
Subsection 10. The following paragraph shall be added to the end of this ------------- section: "Xxxxxx Xxxxxxx shall indemnify and hold harmless Licensee (and its parent, subsidiaries, and affiliates, and its and their respective officers, directors, employees and agents) against any and all judgments, damages, costs or losses of any kind (including reasonable attorneys' and experts' fees) arising out of any claims or actions relating to Xxxxxx Xxxxxxx'x rights to license the Indexes and Marks as set forth in this Agreement, including, but not limited to, all copyright, trademark, trade secret, and all other intellectual property rights; provided that (i) Licensee notifies Xxxxxx Xxxxxxx promptly of any such claim or action and (ii) Xxxxxx Xxxxxxx shall have no liability to Licensee (or them) to the extent such judgments, damages, costs or losses are attributable to any negligent act or omission or any breach of this Agreement by Licensee (and/or them). Xxxxxx Xxxxxxx shall bear all expenses in connection with the defenses and/or settlement of any such claim or action. Licensee shall have the right, at its own expense, to participate in the defense or any claim or action or action against which it is indemnified hereunder; provided, however, it shall have no right to control the defense, consent of judgment, or agree to settle any such claim or action without the written consent of Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx, in the defense of any such claim, except with the written consent of Licensee, shall not consent to entry of any judgment or enter into any settlement which (i) does not include, as an unconditional term, the grant by the claimant to Licensee of a release of all liabilities in respect of such claims or (ii) otherwise adversely affect the rights of Licensee. This provision shall survive the termination of this Agreement."
Subsection 10. 1. Subsection 10.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Fixed Charges” in its entirety, as follows:
Subsection 10. 1. Subsection 10.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Available Revolver Loan Commitment” of such Subsection 10.1 in its entirety as follows:
Subsection 10. 1. Subsection 10.1 of the Credit Agreement is hereby amended by deleting the definition of “Consent Condition” of such Subsection 10.1 in its entirety.
Subsection 10. 1. Subsection 10.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Total Leverage Ratio” of such Subsection 10.1 in its entirety as follows:
Subsection 10. 9B of the Credit Agreement is hereby amended by adding immediately after the reference to "10.5" contained therein the phrase ", 10.17".
Subsection 10. 15 of the Credit Agreement is hereby amended by amending and restating the first paragraph thereof as follows: “The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Cash Management Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to c...
Subsection 10. 7.3 shall not apply in instances where a unit member chooses to reschedule his/her vacation after April 30. In such instances, vacation requests shall be approved within the District’s work requirements and will not be unreasonably denied.
