Section 8.2(a is intended to comply with the Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.
Section 8.2(a. Section 8.2(a) of the Indenture is amended in its entirety to read as follows: (a) On or prior to the Closing Date (or in the case of the Borrower Benefit Account, the Amendment No. 1 Effective Date and in the case of the Spread Supplement Account, the Initial Reset Date), the Issuer shall cause the Administrator to establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders, the Excess Distribution Certificateholder, any Swap Counterparty and the Trust, the Trust Accounts as provided in Section 2.3 of the Administration Agreement.
Section 8.2(a. Section 8.2(a) of the License Agreement is hereby amended to add the following sentence to the end of the section. Notwithstanding the foregoing, if within six (6) months of receipt of written notice from Manufacturer that a Third Party is making, using or selling a Product in the Field of Use, Fallbrook fails to abate the infringement or file suit to enforce the Licensed Patents against the infringing party in the Field of Use, then Manufacturer shall have the right to take whatever action it deems appropriate in its own name or, if required by law for standing purposes, in the name of Fallbrook to enforce the Licensed Patent in the Field of Use. Manufacturer shall keep Fallbrook informed of the progress of such action and shall reasonably accommodate any requests from Fallbrook regarding any such action. Additionally, Fallbrook shall retain the right to join in any such action at its own expense. Manufacturer may not settle, or otherwise consent to an adverse judgment in, any such action that diminishes the rights or interests of Fallbrook without the prior express written consent of Fallbrook. All monies recovered by Manufacturer upon the final judgment or settlement of such action, after deducting costs and expenses for such action, shall be deemed “Sales Price” and shall be subject to the royalty obligation in Section 4.2(a)(i).
Section 8.2(a does not apply to Confidential Information that (i) was, is or becomes generally available to the public other than as a result of a breach of this Section 8.2 or any applicable confidentiality agreement by the Receiving Party or its Representatives; (ii) was or is developed by the Receiving Party independently of and without reference to any Confidential Information of the Disclosing Party; or (iii) was, is or becomes available to the Receiving Party on a nonconfidential basis from a third party not bound by a confidentiality agreement with the Disclosing Party or any legal, fiduciary or other obligation to the Disclosing Party restricting such disclosure. Sellers will not disclose any Confidential Information of the Companies acquired prior to Closing relating to any of the Companies in reliance on the exceptions in clauses (ii) or (iii) above.
Section 8.2(a is hereby amended and restated in its entirety as follows: (a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2, 5.3 (solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit any Borrower's properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss Borrowers' affairs, finances, and accounts with officers and employees of any Borrower), 5.10, 5.11, 5.14, 5.17, 5.18, 5.19 of this Agreement, (ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement;