Sections 10. 1(a)(i), (a)(ii) and (a)(iii) of the Note Purchase Agreement shall be and are hereby amended in their entirety as follows:
Sections 10. 5 of the Original Note Purchase Agreement shall be and is hereby amended by deleting clause (k) thereof and inserting in lieu thereof:
Sections 10. 1.14 and 5.10; (g) Obligors shall take such actions as may be required or reasonably requested to ensure that Agent, for the ratable benefit of the Lenders and other Secured Parties, has a perfected security interest, to the extent contemplated in the Guarantee and Collateral Agreement and with the priority contemplated in the Intercreditor Agreement, in any assets acquired in such Acquisition and required to become Collateral pursuant to Section 10.1.14 or any other Loan Document; and (f) Borrowers use commercially reasonable efforts to deliver to Agent, at least 10 Business Days prior to the Acquisition (but in any event shall deliver to Agent within 1 Business Day prior to the Acquisition), copies of all material agreements relating thereto and a certificate, in form and substance satisfactory to Agent, stating that the Acquisition is a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements.
Sections 10. 1 and 10.5 shall not apply to conduct by RMF and RMF's affiliates of the RMF Business and RMF Promotions and Programming, as hereinafter defined, provided, however, that Sections 10.1 and 10.5 do apply to RMF Cable Programming. The definitions referred to in Section 10.2(ii) and in this Section 10.7 are as follows:
Sections 10. 2.1 and 10.2.2 above shall not apply to:
Sections 10. 1(f) of the Existing Agreement are hereby amended and restated in their entirety to read as follows: (f) The three-month rolling average Dilution Ratio at any Cut-Off Date occurring on or prior to October 31, 2000 exceeds 2.00%, or at any Cut-Off Date thereafter, 1.75%; or 2.
Sections 10. 2.4(g) and (i) of the Loan Agreement are hereby deleted in their entirety and replaced with the following:
Sections 10. 1(f) of the Existing Agreement are hereby amended and restated in their entirety to read as follows: Exhibit 10.50
Sections 10. 1 and 10.2 do not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or available; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by European law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.
Sections 10. 11 and 10.12. The following shall hereby be added to the Agreement as new Sections 10.11 and 10.12:
