Common use of Amendments Without Consent of Holders Clause in Contracts

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Rights Agent, or the Shareholder Representative, the Company (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto, subject to Section 6.1, to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein. (b) Without the consent of any Holders, the Company (when authorized by a Board Resolution), the Shareholder Representative and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor removal or replacement of the covenants Rights Agent or any individual member of Parent herein; provided that such succession the committee comprising the Shareholder Representative and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent or individual member of the committee comprising or controlling the Shareholder Representative, as applicable, and the assumption by any such successor of the covenants and obligations of the Rights Agent or Shareholder Representative, as applicable, herein; provided that such succession and assumption is , in accordance with the terms of this AgreementSections 3.4 and 3.5; (iiiii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Company, the Rights Agent and the Shareholder Representative shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the HoldersHolders as determined by the Shareholder Representative; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the Holders;Holders as determined by the Shareholder Representative; or (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10Act. (c) Promptly after the execution by Parent the Company (and the Rights Agent Agent, as applicable), of any amendment pursuant to the provisions of this Section 5.1, Parent shall the Company will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders to waive such an Event of Default; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this Section 5.1CVR Agreement or the Securities to the Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, Parent that such provisions shall mail not adversely affect the interests of the Holders; (f) to make any amendments or cause changes necessary to comply or maintain compliance with the Rights Agent to mailTrust Indenture Act, if applicable; or (g) a notice thereof through make any other change that does not adversely affect the facilities interests of DTC the Holders. Promptly following any amendment of this CVR Agreement or the Securities in accordance with DTC’s procedures and/or by first class mail to this Section 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to Section 5.1, to evidence the succession of another person Person to Parent the Company and the assumption by any such successor of the covenants of Parent the Company herein; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the CVR Registrar and the succession of another Person as a successor CVR Registrar and the assumption by any successor of the obligations of the CVR Registrar herein. (iii) to evidence the succession of another Person as a successor Rights Paying Agent and the assumption by any such successor of the covenants and obligations of the Rights Paying Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiiv) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Board of Directors shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (ivv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (vvi) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more any other amendments hereto to evidence for the succession purpose of another person as a successor Rights Agent in accordance with the terms adding, eliminating or changing any provisions of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders in any material respect. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent Company of any amendment pursuant to the provisions of this Section 5.14.1, Parent the Company shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the HoldersAct; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4; or (vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to transfer CVRs to Parent pursuant to Section 2.10the interests of the Holders. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto, subject to Section 4.1, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein. (b) Without the consent of any Holders, ParentParent (when authorized by a Board Resolution) and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor removal or replacement of the covenants of Parent herein; provided that such succession Rights Agent and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent Agent, and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is , in accordance with the terms of this AgreementSections 3.4 and 3.5; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the HoldersHolders as determined by Parent in its sole discretion; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the Holders;Holders as determined by the Company in its sole discretion; or (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10Act. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ (and the Rights Agent Agent, as applicable), of any amendment pursuant to the provisions of this Section 5.14.1, Parent shall cause the Company to mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the HoldersAct; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4 or to transfer such CVRs to Parent pursuant to Section 2.102.6; or (vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentBuyer, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent Buyer and the assumption by any such successor of the covenants of Parent hereinBuyer herein in a transaction contemplated by Section 6.1 hereof; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the Merck CVR Registrar and the succession of another Person as a successor Merck CVR Registrar and the assumption by any successor of the obligations of the Merck CVR Registrar herein. (b) Without the consent of any Holders, Buyer, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Buyer such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiiv) as may be necessary to add, eliminate or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms change any provision of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Buyer shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to each of the Holders at their addresses as they shall appear on the Merck CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and/or the Chief Executive Officer of the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach in any such additional covenants, restrictions, conditions or provisions a Breach permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may provide for an immediate enforcement upon such a Breach or may limit the remedies available to the Trustee upon such a Breach or may limit the right of the Acting Holders to waive such a Breach; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided that such amendment shall not adversely affect the interests of the Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided that such provisions shall not adversely affect the interests of the Holders; (f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, if applicable; or (g) make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this Section 5.1, Parent shall mail (CVR Agreement or cause the Rights Agent to mail) a notice thereof through the facilities of DTC Securities in accordance with DTC’s procedures and/or by first class mail to this SECTION 6.1, the Company shall notify the Holders at their addresses as they appear on of the CVR RegisterSecurities of such amendment; provided, setting forth that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentBuyer, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent Buyer and the assumption by any such successor of the covenants of Parent hereinBuyer herein in a transaction contemplated by Section 6.1 hereof; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the Aplindore CVR Registrar and the succession of another Person as a successor Aplindore CVR Registrar and the assumption by any successor of the obligations of the Aplindore CVR Registrar herein. (b) Without the consent of any Holders, Buyer, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Buyer such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiiv) as may be necessary to add, eliminate or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms change any provision of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Buyer shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to each of the Holders at their addresses as they shall appear on the Aplindore CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and/or the Chief Executive Officer of the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach of any such additional covenants, restrictions, conditions or provisions a Breach permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may provide for an immediate enforcement upon such a Breach or may limit the remedies available to the Trustee upon such a Breach or may limit the right of the Acting Holders to waive such a Breach; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided that such amendment shall not adversely affect the interests of the Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided that such provisions shall not adversely affect the interests of the Holders; (f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, if applicable; or (g) to make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this Section 5.1, Parent shall mail (CVR Agreement or cause the Rights Agent to mail) a notice thereof through the facilities of DTC Securities in accordance with DTC’s procedures and/or by first class mail to this SECTION 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentBuyer, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent Buyer and the assumption by any such successor of the covenants of Parent hereinBuyer herein in a transaction contemplated by Section 6.1 hereof; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the H3 CVR Registrar and the succession of another Person as a successor H3 CVR Registrar and the assumption by any successor of the obligations of the H3 CVR Registrar herein. (b) Without the consent of any Holders, Buyer, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Buyer such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiiv) as may be necessary to add, eliminate or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms change any provision of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Buyer shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to each of the Holders at their addresses as they shall appear on the H3 CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentBuyer, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent Buyer and the assumption by any such successor of the covenants of Parent hereinBuyer herein in a transaction contemplated by Section 6.1 hereof; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the Real Estate CVR Registrar and the succession of another Person as a successor Real Estate CVR Registrar and the assumption by any successor of the obligations of the Real Estate CVR Registrar herein. (b) Without the consent of any Holders, Buyer, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Buyer such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiiv) as may be necessary to add, eliminate or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms change any provision of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Buyer shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to each of the Holders at their addresses as they shall appear on the Real Estate CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs CPRs are not subject to registration under the Securities Act, Act or the Exchange Act Act; or (v) any other amendments hereto for the purpose of adding, eliminating or changing any applicable state securities provisions of this Agreement, unless such addition, elimination or “blue sky” laws; provided that, such provisions shall not adversely affect change is adverse to the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR CPR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by such successor of the covenants of Parent herein as provided in Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the HoldersAct; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer such CVRs to Parent pursuant to Section 2.102.6; or (vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders each Holder at their addresses its address as they appear it appears on the CVR Register, setting forth such amendment. The failure to deliver such notice, or any defect in such notice, shall not impair or affect the validity of such amendment to this Agreement.

Amendments Without Consent of Holders. (ai) Without the consent of any HoldersHolders or the Transfer Agent, Parentthe Company, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments heretohereto or to the TRA Rights, for any of the following purposes: (i) to evidence the succession of another person Person to Parent the Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision Company herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.110.7. (bii) Without the consent of any Holders, Parent the Company and the Rights Transfer Agent, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number TRA Rights, for any of CVRsthe following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event TRA Rights; (2) to add to the covenants of Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Transfer Agent shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a breach of any Holder agrees such additional covenants, restrictions, conditions or provisions a Material Breach permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such a Material Breach or may limit the remedies available to renounce the Transfer Agent upon such Holder’s rights a Material Breach or may limit the right of the Acting Holders to waive such a Material Breach; (3) to cure any ambiguity, or to correct or supplement any provision herein or in the TRA Rights which may be defective or inconsistent with any other provision herein; provided, that such amendment shall not adversely affect the interests of the Holders in any material respect; (4) to make any other provisions with respect to matters or questions arising under this Agreement; provided, that such amendment shall not adversely affect the interests of the Holders in any material respect; (5) (x) if required under applicable law or regulation, including to make any changes necessary to conform to the Trust Indenture Act of 1939 or (y) following the registration of the resale of any of the TRA Rights under the Securities Act to remove any of the transfer restrictions described in Article VI or the TRA Rights as determined by the Company to be no longer necessary to maintain compliance with the Securities Act; or (6) to make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this Agreement or the TRA Rights in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.110.6, Parent the Transfer Agent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on of such amendment; provided, that any failure so to notify the CVR Register, setting forth Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.13. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence any successor to or permitted assignee of Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 6.03. Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iia) to evidence the succession of another Person as a successor Rights Agent in accordance with ARTICLE III and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiib) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (ivc) to cure any ambiguity, to correct or supplement any provision herein that may be a manifest error or defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (vd) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, in each case, such provisions shall do not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viie) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) . Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.15.01, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the such Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors shall consider to be for the protection of the Holders; provided that, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders or the Stockholders’ Agent; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, that in each case, such provisions do shall not adversely affect the interests of the Holders;Holders or the Stockholders’ Agent; or (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act, the Exchange Act or any applicable state securities or “blue sky” laws; as amended, provided that, that that such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence Holders or the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable lawStockholders’ Agent. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.16.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or of the CVR Holders’ Representative (except as to items described in (b), (d), (g) and (h) below, which shall require the prior written consent of the CVR Holders’ Representative), the Parent, at any time and from time to timetime after the Effective Time, may enter into unilaterally execute and implement one or more amendments hereto, for provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any of supplement or amendment that materially and adversely affects the following purposesRights Agent’s own rights, duties, obligations or immunities under this Agreement: (ia) to evidence the succession of another person Person to the Parent and the assumption by any such successor of the covenants of the Parent herein; provided that such succession and assumption is , in accordance with the terms of this Agreementa transaction contemplated by Section 6.1 hereof; (iib) to evidence the succession appointment of another Person as a successor Rights Agent and the assumption by any such successor Rights Agent of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms of this Agreementprovisions hereof; (iiic) to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as the Parent shall and the Rights Agent consider to be for the protection and benefit of the Holders; provided that, that in each case, such provisions do not adversely affect the interests of the Holders; (ivd) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision herein or in the Merger this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ve) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable foreign or state securities or “blue sky” laws; provided that, in each case, such provisions shall amendment does not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viif) as may be necessary or appropriate to ensure that the Company Parent is not required to produce a prospectus or an admission document in order to comply with applicable Law; (g) to cancel the applicable CVRs (i) in the event that any Holder has abandoned its rights in accordance with this Agreement or (ii) following a transfer of such CVRs to the Parent or its Affiliates in accordance with this Agreement; (h) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreement; provided that, in each case, such amendment does not adversely affect the interests of the Holders; or (i) as may be necessary or appropriate to ensure that the Parent complies with applicable lawLaw. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by the Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, the Parent shall mail (or cause the Rights Agent to mail) provide a notice thereof through the facilities copy of DTC in accordance with DTC’s procedures and/or by first class mail such amendment to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentHolders’ Representative.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentBuyer, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent Buyer and the assumption by any such successor of the covenants of Parent hereinBuyer herein in a transaction contemplated by Section 6.1 hereof; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the CVR Registrar and the succession of another Person as a successor CVR Registrar and the assumption by any successor of the obligations of the CVR Registrar herein. (b) Without the consent of any Holders, Buyer, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Buyer such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiiv) as may be necessary to add, eliminate or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms change any provision of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent Buyer and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Buyer shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to each of the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without Parent, TopCo and the consent of any Holders, ParentRights Agent may, at any time and from time to timetime and without the consent of any Holder, may enter into one or more amendments hereto, hereto for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iia) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiib) to evidence the succession of another Person to TopCo, and the assumption by any such successor of the covenants of TopCo herein; (c) to evidence the succession of another Person to Parent, and the assumption by any such successor of the covenants of Parent herein; (d) to add to the covenants of Parent and TopCo such further covenants, restrictions, conditions or provisions as Parent its Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests Holders of the HoldersCCRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions permitting the enforcement of all or any of the several remedies provided in this CCR Agreement as herein set forth; (ive) to cure any ambiguity, or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein herein; provided that such provisions shall not materially reduce the benefits of this CCR Agreement or in the Merger Agreement, or CCRs to the Holders; (f) to make any other provisions with respect to matters or questions arising under this CCR Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (viig) as may be necessary or appropriate to ensure make any change that the Company complies with applicable law. In addition is not adverse in any material respect to the foregoing, upon interests of the request Holders. Promptly following any amendment of Parentthis CCR Agreement in accordance with this Section 9.1, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence shall notify the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor Holders of the covenants and obligations Securities of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of amendment; provided that any Holders, Parent and the Rights Agent, at any time and from time failure so to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on shall not affect the CVR Register, setting forth validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, ParentParent Holdco, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Holdco such further covenants, restrictions, conditions or provisions as Parent Holdco shall consider to be for the protection of the Holders; , provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; , provided that, such provisions shall amendments do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or 6.11; (vi) subject to transfer CVRs Section 4.3, to evidence the succession of another Person to Parent pursuant Holdco and the assumption by any such successor of the covenants of Parent Holdco contained herein; (vii) to evidence the assignment of this Agreement by Parent Holdco as provided in Section 2.104.3; or (viii) any other amendment to this Agreement that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Agreement of any such Holder. (cb) Promptly after the execution by Parent Holdco and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Holdco shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes: (ia) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to provide for a guarantee by any Person of some or all of the obligations of the Company under this Agreement for the benefit of the Holders of Securities; (c) to evidence the succession of another person Person to Parent the Company in accordance with Article Nine hereof, and the assumption by any such successor of the covenants of Parent hereinthe Company herein and in the Securities; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiid) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent its Board of Directors and the Trustee shall consider to be for the protection of the Holders; provided thatHolders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in each caseany such additional covenants, such restrictions, conditions or provisions do not adversely affect an Event of Default permitting the interests enforcement of all or any of the Holders;several remedies provided in this Agreement as herein set forth, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the rights of the Holders of a majority of the Outstanding Securities to waive such an Event of Default; or (ive) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure Agreement that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (viif) as may be to make any amendments or changes necessary to comply or appropriate to ensure that maintain compliance with the Company complies with applicable lawTrust Indenture Act. In addition to Promptly following any amendment of this Agreement or the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Securities in accordance with this Section 6.01, the terms of this Agreement and Trustee shall notify the assumption by any successor Holders of the covenants and obligations Securities of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of amendment; provided that any Holders, Parent and the Rights Agent, at any time and from time failure so to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on shall not affect the CVR Register, setting forth validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; or (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this Section 5.1CVR Agreement or the Securities to the Holders; or (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, Parent that such provisions shall mail not adversely affect the interests of the Holders; (f) to make any amendments or cause changes necessary to comply or maintain compliance with the Rights Agent to mailTrust Indenture Act, if applicable; or (g) a notice thereof through make any change that does not adversely affect the facilities interests of DTC the Holders. (h) Promptly following any amendment of this CVR Agreement or the Securities in accordance with DTC’s procedures and/or by first class mail to this Section 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs the Securities, for any of the following purposes: (a) to Parent convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of any obligations pursuant to Section 2.10.Article 9 hereof; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders to waive such an Event of Default; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this Section 5.1, Parent shall mail (CVR Agreement or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail Securities to the Holders at their addresses as they appear on Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided, that such provisions shall not adversely affect in any material respect the CVR Registerinterests of the Holders; (f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, setting forth such amendmentif applicable; or (g) to make any other change that does not adversely affect in any material respect the interests of the Holders.

Amendments Without Consent of Holders. (a) Without the consent of any Holdersof the Holders or the Rights Agent, Parent, Parent and the Operating Partnership at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent or the Operating Partnership such further covenants, restrictions, conditions or provisions as Parent or the Operating Partnership shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs CERs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall laws and to ensure that the CERs are not adversely affect subject to any similar registration or prospectus requirement under applicable securities laws outside the interests of the HoldersUnited States; (viv) to evidence the assignment of this Agreement by Parent or the Operating Partnership as provided in Section 7.36.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any HoldersHolders (other than the Holder of interests affected by this Section 4.1(b)), Parent Parent, the Operating Partnership and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto thereto to reduce the number of CVRsCERs, in to the event extent that any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4 or to transfer CVRs CERs to Parent or the Operating Partnership pursuant to Section 2.102.6. (c) Promptly after the execution by Parent and and/or the Rights Agent of any amendment pursuant to the provisions of this Section 5.14.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR CER Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes, so long as, in the cases of clauses (ii) through (iv), such amendments do not, individually or in the aggregate, adversely affect the interests of the Holders, or adversely affect the rights, duties, responsibilities or protections of the Rights Agent: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein; provided that such succession and assumption is in accordance , or to make any other provisions with the terms of respect to matters or questions arising under this Agreement; (iiiv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the HoldersSections 3.3 and 3.4; (vi) to evidence any other amendment hereto that does not adversely affect the assignment of legal rights under this Agreement by Parent as provided in Section 7.3of any Holder; or (vii) as may be necessary or appropriate any amendment required to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance comply with the terms of this Agreement and Withholding Tax Ruling or any other written instructions provided by the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1ITA. (b) Without the consent of any Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the Rights Agent from its obligations under this Section 5.1(c)).

Amendments Without Consent of Holders. (a) Without the consent of any Holders or of the CVR Holders’ Representative (except as to items described in (b), Parent(c), (f) and (g) below, which shall require the prior written consent of the CVR Holders’ Representative), Holdco, at any time and from time to timetime after the First Effective Time, may enter into unilaterally execute and implement one or more amendments hereto, for any of the following purposes: (ia) to evidence the succession of another person Person to Parent Holdco and the assumption by any such successor of the covenants of Parent Holdco herein; provided that such succession and assumption is , in accordance with the terms of this Agreement;a transaction contemplated by Section 6.1 hereof; (iib) to evidence the succession appointment of another Person as a successor Rights Agent and the assumption by any such successor Rights Agent of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms of provisions hereof; (c) to cure any ambiguity, to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement; (iii) , or to add make any other provisions with respect to the covenants of Parent such further covenants, restrictions, conditions matters or provisions as Parent shall consider to be for the protection of the Holders; questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (vd) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable foreign or state securities or “blue sky” laws; laws; provided that, in each case, such provisions shall amendment does not adversely affect the interests of the Holders;Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viie) as may be necessary or appropriate to ensure that Holdco and/or any of its Affiliates is not required to produce a prospectus or an admission document in order to comply with applicable Law; (f) to cancel the Company applicable CVRs (i) in the event that any Holder has abandoned its rights in accordance with this Agreement or (ii) following a transfer of such CVRs to Parent, Holdco or their Affiliates; (g) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreement; provided that, in each case, such amendment does not adversely affect the interests of the Holders; or (h) as may be necessary or appropriate to ensure that Parent complies with applicable lawLaw. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent Holdco of any amendment pursuant to the provisions of this Section 5.1, Parent Holdco shall mail (or cause the Rights Agent to mail) provide a notice thereof through the facilities copy of DTC in accordance with DTC’s procedures and/or by first class mail such amendment to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentHolders’ Representative.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person as a successor to Parent ▇▇▇▇▇▇ and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is , in accordance with each case, to the terms of this Agreementextent permitted by Section 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws or securities laws outside of the United States; provided that, such provisions shall amendments do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinherein in accordance with Section 3.3 and Section 3.4; or (vi) any other amendments hereto for the purpose of adding, without modification eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth the terms of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i1) to evidence the succession of another person Person to Parent the Company and the assumption by any such successor of the covenants of Parent hereinthe Company herein and in the Notes; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii2) to add one or more covenants of the Company or other provisions for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default; or (4) to evidence and provide for the succession acceptance of another Person as appointment hereunder by a successor Rights Agent and Trustee pursuant to the assumption by any such successor requirements of the covenants and obligations of the Rights Agent hereinSection 511; provided that such succession and assumption is in accordance with the terms of this Agreement;or (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv5) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provision herein or in the Merger Agreementcontained herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions changes that do not adversely affect the interests of the Holders; Holders of the Notes or to make such other provisions in regard to matters or questions arising under this Indenture, provided that no action under this clause (v5) as may shall adversely affect the interests of the Holders of the Notes, and provided further that, the Trustee shall receive, and (subject to Section 501) shall be necessary or appropriate to ensure fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, execution of such provisions shall supplemental indenture will not adversely affect the interests of the Holders; (vi) to evidence Holders of the assignment of this Agreement by Parent as provided in Section 7.3Notes; or (vii6) as may be necessary to conform the provisions of this Indenture or appropriate the Notes to ensure that any provision of the Company complies with applicable law. In addition “Description of the Notes” section of the Prospectus; or (7) to provide for the foregoing, upon the request issuance of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Additional Notes in accordance with the terms of limitations set forth in this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Indenture. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; or (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such amendment pursuant may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided that such provisions shall not materially reduce the benefits of this Section 5.1, Parent Agreement or the Securities to the Holders; or (e) to make any other provisions with respect to matters or questions arising under this Agreement; provided that such provisions shall mail not adversely affect the interests of the Holders; or (f) to make any amendments or cause changes necessary to comply or maintain compliance with the Rights Agent to mail) a notice thereof through Trust Indenture Act. Promptly following any amendment of this Agreement or the facilities of DTC Securities in accordance with DTC’s procedures and/or by first class mail to this Section 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” lawsof 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinherein in accordance with Sections 3.3 and 3.4; or (vi) any other amendments hereto for the purpose of adding, without modification eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Trustee, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent hereinherein as provided in Section 9.1. (b) Without the consent of any Holders, Parent and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (i) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the succession of another Person as a successor Rights Agent to Parent, and the assumption by any such successor of the covenants of Parent herein and obligations of in the Rights Agent hereinSecurities; provided that such succession and assumption is in accordance with the terms of this Agreement;or (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent its Board of Directors and the Trustee shall consider to be for the protection of the HoldersHolders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided thatprovided, that in each caserespect of any such additional covenant, restriction, condition or provision, such provisions do not adversely affect amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the interests case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders;Acting Holders to waive such an Event of Default; or (iv) to cure any ambiguity, or to correct or supplement any provision herein that or in the Securities which may be defective or inconsistent with any other provision herein or in herein; provided, that such provisions shall not adversely affect the Merger Agreement, or interests of the Holders; or (v) to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence make any amendments or changes necessary to comply or maintain compliance with the assignment of this Agreement by Parent as provided in Section 7.3Trust Indenture Act, if applicable; or (vii) as may be necessary make any change that does not adversely affect the interests of the Holders. (viii) Promptly following any amendment of this Agreement or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Securities in accordance with this Section 6.1, the terms of this Agreement and Trustee shall notify the assumption by any successor Holders of the covenants and obligations Securities of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of amendment; provided that any Holders, Parent and the Rights Agent, at any time and from time failure so to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on shall not affect the CVR Register, setting forth validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Representative, Parent, Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent herein; or Purchaser herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Purchaser such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, Purchaser and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto Law; (vi) to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent the Representative, Parent, Purchaser, and the Rights Agent, in their sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.7. (c) Promptly after the execution by Parent the Representative, ▇▇▇▇▇▇, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mailmail at Parent’s sole cost and expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without The Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposesNoteholder: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv1) to cure any ambiguity, defect or inconsistency; (2) to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the Merger Agreement, uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Article 5; (4) provide for the assumption of the Company’s or any Guarantor’s obligations to make any other provisions Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (5) add Guarantees with respect to matters the Notes or questions arising under this Agreement; provided that, in each case, such provisions do to secure the Notes; (6) add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (7) make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the interests legal rights of any Holder under the HoldersIndenture Documents; (v) as may be necessary or appropriate to ensure that 8) evidence and provide for the CVRs are not subject to registration acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements hereof; (9) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, law and (ii) such provisions shall amendment does not materially and adversely affect the interests rights of the HoldersHolders to transfer Notes; (vi10) to evidence provide for or confirm the assignment issuance of this Agreement by Parent as provided Additional Notes; (11) to conform their text to any provision of the “Description of Notes” in Section 7.3the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision in the Indenture Documents; or (vii12) as may be necessary or appropriate to ensure at the Company’s election, comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act (it being agreed that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear Indenture will not on the CVR RegisterIssue Date, setting forth such amendmentand need not thereafter, qualify under the Trust Indenture Act).

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company (to the extent permitted herein and subject to compliance with the terms hereof), and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided that, in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Majority Holders to waive such an Event of Default; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided that such provisions shall not materially reduce the benefits of this Section 5.1CVR Agreement or the Securities to the Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided that such provisions shall not adversely affect the interests of the Holders; (f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, Parent shall mail if applicable; or (g) to make any other change that does not adversely affect the interests of the Holders. Promptly following any amendment of this CVR Agreement or cause the Rights Agent to mail) a notice thereof through the facilities of DTC Securities in accordance with DTC’s procedures and/or by first class mail to this Section 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without The Company and the consent of any Holders, ParentTrustee may, at any time and from time to time, may enter into one amend the Indenture or more amendments hereto, the Securities of any series without notice to or the consent of any Holder for any of the following purposes: (i) to evidence the succession of another person to Parent and effect the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of Company’s obligations under this AgreementIndenture by a successor Person; (ii) to evidence impose additional covenants and Events of Default or to add guarantees of other Persons for the succession of another Person as a successor Rights Agent and the assumption by any such successor benefit of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this AgreementHolders; (iii) to add or change any of the provisions of this Indenture relating to the covenants of Parent such further covenants, restrictions, conditions issuance or provisions as Parent shall consider to be for the protection exchange of the Holders; provided thatSecurities of such series in registered form, in each case, but only if such provisions do action does not adversely affect the interests of the HoldersHolders of the outstanding Securities of such series or related coupons in any material respect; (iv) to change or eliminate any of the provisions of this Indenture, but only if the change or elimination becomes effective when there are no outstanding Securities of any series, or related coupon, which are entitled to the benefit of such provision and as to which such modification would apply; (v) to secure the Securities of any series; (vi) to supplement any of the provisions of this Indenture to permit or facilitate the defeasance and discharge of the Securities of any series, but only if such action does not adversely affect the interests of the Holders of outstanding Securities of any series or related coupons in any material respect; (vii) to establish the form or terms of the Securities of any series and coupons, if any, of any Securities of such series as permitted by this Indenture; (viii) to evidence and provide for the acceptance of appointment by a successor Trustee and to add to or change any of the provisions of this Indenture to facilitate the administration of the trusts by more than one Trustee; (ix) to cure any ambiguity, to correct or supplement any provision herein that in this Indenture which may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” lawsIndenture; provided that, such provisions action pursuant to this clause (ix) shall not adversely affect the interests of the Holdersholders of outstanding Securities of any series in any material respect; (vix) to evidence conform the assignment text of this Agreement by Parent as provided Indenture or the Securities to any provision of a description of such Securities appearing in Section 7.3; ora prospectus or prospectus supplement or an offering memorandum or offering circular pursuant to which such Securities were offered to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or the Securities; (viixi) as may be necessary [reserved]; and (xii) to comply with requirements of the Commission in order to effect or appropriate to ensure that maintain the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms qualification of this Agreement and Indenture under the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Trust Indenture Act. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Parent Board and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viib) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parentthe Company and the Representative, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii1) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance compliance with the terms of this Agreementhereof; (iii2) to add to the covenants of Parent the Company or the Company such further covenants, restrictions, conditions or provisions as Parent shall the Representative, the Company and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv3) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v4) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall amendments do not materially and adversely affect the interests of the Holders; (vi5) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent or the Representative, as applicable, herein in accordance with Section 3.3, Section 3.4 and Section 7.12; (6) subject to Section 4.3, to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein; or (7) any other amendment to this Agreement for the purpose of adding, without modification eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by change adversely affects the interests of any Holder under this Section 5.1Agreement. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution and delivery by Parent the Representative, the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Company shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parentthe Representative, P▇▇▇▇▇ and Purchaser, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent herein; or Purchaser herein as provided that such succession and assumption is in accordance with the terms of this Agreement‎Section 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Purchaser such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, and Purchaser will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawsLaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with ‎Section 3.3 and ‎Section 3.4; (vi) as may be necessary to ensure that Parent complies with applicable Law, as determined by Parent after being advised by Parent’s outside counsel that such amendment is necessary for such purposes; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and Purchaser, the Rights Agent, in its sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10‎Section 2.7. (c) Promptly after the execution by Parent and the Representative, Parent, Purchaser and/or the Rights Agent (as applicable) of any amendment pursuant to the provisions of this Section ‎Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without The Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposesNoteholder: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv1) to cure any ambiguity, defect or inconsistency; (2) to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the Merger Agreement, uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Article 5; (4) provide for the assumption of the Company’s or any Guarantor’s obligations to make any other provisions Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (5) add Guarantees with respect to matters the Notes or questions arising under this Agreement; provided that, in each case, such provisions do to secure the Notes; (6) add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (7) make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the interests legal rights of any Holder under the HoldersIndenture Documents; (v) as may be necessary or appropriate to ensure that 8) evidence and provide for the CVRs are not subject to registration acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements hereof; (9) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, law and (ii) such provisions shall amendment does not materially and adversely affect the interests rights of the HoldersHolders to transfer Notes; (vi10) to evidence provide for or confirm the assignment issuance of this Agreement by Parent as provided Additional Notes; (11) to conform their text to any provision of the “Description of Notes” in Section 7.3the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision in the Indenture Documents; or (vii12) as may be necessary or appropriate to ensure that comply with any requirements of the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Commission in accordance connection with the terms of this Agreement and the assumption by any successor qualification of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without Indenture under the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.Trust Indenture Act

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company and the CVR Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent the Company and the assumption by of any such successor of the covenants rights and obligations of Parent herein; provided that the Company herein if such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person selected in accordance with the terms hereof as a successor Rights CVR Agent and the assumption by any such successor of the covenants and obligations of the Rights CVR Agent herein; provided that herein if such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Company and the CVR Agent shall consider to be for the protection of the Holders; provided that, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (viiv) as may be necessary or appropriate to ensure that the Contingent Value Rights are not subject to registration under the Securities Act or result in the Company complies with or the Contingent Value Rights being required to register under the Exchange Act or any other applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent the Company and the Rights CVR Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Company shall mail (or cause the Rights Agent to mail) prepare and Make Available a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on setting forth in general terms the substance of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the CVR Register, setting forth such amendmentAgent from its obligations under Section 5.3).

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.4. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs CPRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is materially adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR CPR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, ParentParent and the Trustee, at any time and from time to time, may enter into one or more amendments heretohereto or to the CVRs, for any of the following purposes: (ia) to convey, transfer, assign, mortgage or pledge to the Trustee, as security for the CVRs, any property or assets; (b) to evidence the succession of another person Person to Parent Parent, and the assumption by any such successor of the covenants of Parent herein; provided that such succession herein and assumption is in accordance with the terms of this AgreementCVRs; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiic) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Trustee shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided thatprovided, that in each caserespect of any such additional covenant, restriction, condition or provision, such provisions do not adversely affect amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the interests case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the HoldersMajority Holders to waive such an Event of Default; (ivd) to cure any ambiguity, or to correct or supplement any provision herein that or in the CVRs which may be defective or inconsistent with any other provision herein herein; provided that such provisions shall not materially reduce the benefits of this CVR Agreement or in the Merger AgreementCVRs to the Holders; (e) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, or if applicable; (f) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided thatprovided, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viig) as may be necessary to make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this CVR Agreement or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent CVRs in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Trustee shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on of the CVR RegisterCVRs of such amendment; provided that any failure so to notify the Holders shall not, setting forth in itself, affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without The Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposesNoteholder: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv1) to cure any ambiguity, defect, mistake or inconsistency; (2) to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the Merger Agreement, uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Article 5; (4) provide for the assumption of the Company’s or any Guarantor’s obligations to make any other provisions Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (5) add Guarantees with respect to matters the Notes or questions arising under this Agreement; provided that, in each case, such provisions do to secure the Notes; (6) add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Guarantor; (7) make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the interests legal rights of any Holder under the HoldersIndenture Documents; (v) as may be necessary or appropriate to ensure that 8) evidence and provide for the CVRs are not subject to registration acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements hereof; (9) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, law and (ii) such provisions shall amendment does not materially and adversely affect the interests rights of the HoldersHolders to transfer Notes; (vi10) to evidence provide for or confirm the assignment issuance of this Agreement by Parent as provided Additional Notes; (11) to conform their text to any provision of the “Description of Notes” in Section 7.3the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision in the Indenture Documents; or (vii12) as may be necessary or appropriate to ensure at the Company’s election, comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act (it being agreed that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear Indenture will not on the CVR RegisterIssue Date, setting forth such amendmentand need not thereafter, qualify under the Trust Indenture Act).

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes, so long as, in the cases of clauses (ii) through (iv), such amendments do not, individually or in the aggregate, adversely affect the interests of the Holders in their capacity as such: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.4; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein; provided that such succession and assumption is in accordance , or to make any other provisions with the terms of respect to matters or questions arising under this Agreement; (iiiv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or any applicable state securities or “blue sky” Laws; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the HoldersSections 3.3 and 3.4; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders;or (vi) to evidence effect any other amendment hereto that does not adversely affect the assignment of legal rights under this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holder. (b) Without the consent of any Holders, Parent and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 2.7 or to transfer CVRs to Parent pursuant to Section 2.106.5. (c) Promptly after the execution by Parent P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the Rights Agent from its obligations under this Section 5.1(c)).

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Sections 3.3 and 3.4; (vi) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇ as provided in Section 7.3; orSections 6.3 or 4.5(c); (vii) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Trustee, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent hereinherein as provided in Section 9.1. (b) Without the consent of any Holders, Parent and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes: (i) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the succession of another Person as a successor Rights Agent to Parent, and the assumption by any such successor of the covenants of Parent herein and obligations of in the Rights Agent hereinSecurities; provided that such succession and assumption is in accordance with the terms of this Agreement;or (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent its Board of Directors and the Trustee shall consider to be for the protection of the HoldersHolders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided thatprovided, that in each caserespect of any such additional covenant, restriction, condition or provision, such provisions do not adversely affect amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the interests case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders;Acting Holders to waive such an Event of Default; or (iv) to cure any ambiguity, or to correct or supplement any provision herein that or in the Securities which may be defective or inconsistent with any other provision herein or in herein; provided, that such provisions shall not adversely affect the Merger Agreement, or interests of the Holders; or (v) to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders;; or (vi) to evidence make any amendments or changes necessary to comply or maintain compliance with the assignment of this Agreement by Parent as provided in Section 7.3Trust Indenture Act, if applicable; or (vii) as may be necessary make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this Agreement or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Securities in accordance with this Section 6.1, the terms of this Agreement and Trustee shall notify the assumption by any successor Holders of the covenants and obligations Securities of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of amendment; provided that any Holders, Parent and the Rights Agent, at any time and from time failure so to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on shall not affect the CVR Register, setting forth validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Representative, Parent, Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent herein; or Purchaser herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Purchaser such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, Purchaser and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto Law; (vi) to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and Purchaser, the Rights Agent, in its sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.7. (c) Promptly after the execution by Parent the Representative, ▇▇▇▇▇▇, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mailmail at Parent’s sole cost and expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Sections 3.3 and 3.4; (vi) to evidence the assignment of this Agreement by Parent P▇▇▇▇▇ as provided in Section 7.3; orSections 6.3 or 4.5(c); (vii) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i1) to evidence the succession of another person Person to Parent the Company and the assumption by any such successor of the covenants of Parent hereinthe Company herein and in the Notes; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii2) to add one or more covenants of the Company or other provisions for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default; or (4) to evidence and provide for the succession acceptance of another Person as appointment hereunder by a successor Rights Agent and Trustee pursuant to the assumption by any such successor requirements of the covenants and obligations of the Rights Agent hereinSection 511; provided that such succession and assumption is in accordance with the terms of this Agreement;or (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv5) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provision herein or in the Merger Agreementcontained herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions changes that do not adversely affect the interests of the Holders; Holders of the Notes or to make such other provisions in regard to matters or questions arising under this Indenture, provided that no action under this clause (v5) as may shall adversely affect the interests of the Holders of the Notes, and provided further that, the Trustee shall receive, and (subject to Section 501) shall be necessary or appropriate to ensure fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, execution of such provisions shall supplemental indenture will not adversely affect the interests of the Holders; (vi) to evidence Holders of the assignment of this Agreement by Parent as provided in Section 7.3Notes; or (vii6) as may be necessary to conform the provisions of this Indenture or appropriate the Notes to ensure that any provision of the Company complies with applicable law. In addition "Description of the Notes" section of the Prospectus; or (7) to provide for the foregoing, upon the request issuance of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Additional Notes in accordance with the terms of limitations set forth in this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Indenture. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parentthe Company, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes, so long as, in the cases of clauses (ii) through (iv), such amendments do not, individually or in the aggregate, adversely affect the interests of the Holders, or adversely affect the rights, duties, responsibilities or protections of the Rights Agent: (i) to evidence the succession of another person Person to Parent the Company and the assumption by any such successor of the covenants of Parent the Company herein; provided ; (ii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall determine to be for the protection of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that such succession and assumption is in accordance may be defective or inconsistent with the terms of any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; (iiiv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under any applicable state securities or “blue sky” laws, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms of this Agreement;Sections 3.3 and 3.4; or (iiivi) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do any other amendment hereto that does not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising legal rights under this Agreement; provided that, in each case, such provisions do not adversely affect the interests Agreement of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holder. (b) Notwithstanding anything to the contrary contained herein, the Company and the Rights Agent may enter into any amendment that adversely affects, in any material respect, the Rights Agent’s own rights, duties, responsibilities or protections (whether for consideration or otherwise). (c) Without the consent of any Holders, Parent the Company and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, CVRs in the event any Holder agrees to transfer or renounce such Holder’s rights under this Agreement in accordance with Section 7.4 2.6 or to transfer CVRs to Parent pursuant to Section 2.106.14, respectively. (cd) Promptly after the execution by Parent the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall the Company will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment; provided, that any failure to notify the Holders shall not affect the validity of such amendment (it being understood that any failure to notify the Holders shall not excuse the Rights Agent from its obligations under this Section 5.1(d)).

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Parent Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in, and subject to, Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Parent Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company Parent complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1.Law; (bvi) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 2.6 or to transfer CVRs to Parent pursuant to Section 2.107.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement; provided that such addition, elimination or change does not adversely affect the interests of the Holders. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail will deliver (or cause the Rights Agent to maildeliver) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail Section 7.2 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Parent Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in, and subject to, Section 6.3. (b) Without the consent of any Holders, Parent, when authorized by a Parent Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” lawsof 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4; or (vi) any other amendments hereto for the purpose of adding, eliminating or to transfer CVRs to Parent pursuant to Section 2.10changing any provisions of this Agreement; provided that such addition, elimination or change does not adversely affect the interests of the Holders. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Parent, when authorized by a Board Resolution, and the Rights Agents, in the Rights Agents' sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to the Parent and the assumption by any such successor of the covenants of the Parent herein; provided PROVIDED that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the such Rights Agent Agents herein; provided provided, that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agents shall consider to be for the protection of the Holders; provided that, PROVIDED that in each case, such provisions do shall not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, PROVIDED that in each case, such provisions do shall not materially adversely affect the interests of the Holders;; or (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided thatas amended, PROVIDED that that such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by the Parent and the Rights Agent Agents of any amendment pursuant to the provisions of this Section 5.16.1, the Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as the Parent Board and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the CVR Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence any successor to or permitted assignee of Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants Holders or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10CVR Representative. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Representative, Parent, Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or Purchaser and the assumption by any such successor of the covenants of Parent herein; or Purchaser herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Purchaser such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, Purchaser and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto Law; (vi) to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and Purchaser, the Rights Agent, in its sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.7. (c) Promptly after the execution by Parent the Representative, Parent, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Parent Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in, and subject to, Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Parent Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” laws; provided thatof 1934, such provisions shall not adversely affect as amended, and the interests of the Holdersrules and regulations promulgated thereunder; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 7.4; or (vi) any other amendments hereto for the purpose of adding, eliminating or to transfer CVRs to Parent pursuant to Section 2.10changing any provisions of this Agreement; provided that such addition, elimination or change does not adversely affect the interests of the Holders. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, ParentParent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇ as provided in Section 7.3; or (viivi) as may be necessary for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail deliver (or cause the Rights Agent to maildeliver) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentHolders.

Amendments Without Consent of Holders. (a) Without The Company and the consent of any Holders, ParentTrustee may, at any time and from time to time, may enter into one amend the Indenture or more amendments hereto, the Securities of any series without notice to or the consent of any Holder for any of the following purposes: (i) to evidence the succession of another person to Parent and effect the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of Company’s obligations under this AgreementIndenture by a successor Person; (ii) to evidence impose additional covenants and events of default or to add guaranties of other Persons for the succession of another Person as a successor Rights Agent and the assumption by any such successor benefit of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this AgreementHolders; (iii) to add or change any of the provisions of this Indenture relating to the covenants of Parent such further covenants, restrictions, conditions issuance or provisions as Parent shall consider to be for the protection exchange of the Holders; provided thatSecurities of such series in registered form, in each case, but only if such provisions do action does not adversely affect the interests of the HoldersHolders of the outstanding Securities of such series or related coupons in any material respect; (iv) to cure change or eliminate any ambiguityof the provisions of this Indenture, but only if the change or elimination becomes effective when there are no outstanding Securities of any series, or related coupon, which are entitled to correct or the benefit of such provision and as to which such modification would apply; (v) to secure the Securities of any series; (vi) to supplement any provision herein that may be defective of the provisions of this Indenture to permit or inconsistent with facilitate the defeasance and discharge of the Securities of any other provision herein or in the Merger Agreementseries, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, but only if such provisions do action does not adversely affect the interests of the HoldersHolders of outstanding Securities of any series or related coupons in any material respect; (vvii) as may be necessary to establish the form or appropriate to ensure that the CVRs are not subject to registration under terms of the Securities Actof any series and coupons, if any, of any Securities of such series as permitted by this Indenture; (viii) to evidence and provide for the Exchange Act acceptance of appointment by a successor Trustee and to add to or change any applicable state securities of the provisions of this Indenture to facilitate the administration of the trusts by more than one Trustee; and (ix) to correct any mistakes or “blue sky” laws; provided thatdefects in this Indenture, but only if such provisions shall action does not adversely affect the interests of the Holders; (vi) to evidence Holders of outstanding Securities or related coupons in any material respect or otherwise amend this Indenture in any respect that does not adversely affect the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations Holders of such Rights Agent herein, without modification of such covenants outstanding Securities or obligations other than as permitted by this Section 5.1related coupons. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇ as provided in Section 7.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto thereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to Section 6.1, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein; or (ii) to evidence the termination of the CVR Registrar and the succession of another Person as a successor CVR Registrar and the assumption by any successor of the obligations of the CVR Registrar herein; provided that such succession and assumption is in accordance with the terms of this Agreement. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent the Rights Agent herein; , provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more any other amendments hereto to evidence for the succession purpose of another person as a successor Rights Agent in accordance with the terms adding, eliminating or changing any provisions of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company and the CVR Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent the Company and the assumption by of any such successor of the covenants rights and obligations of Parent the Company herein; , provided that such succession and assumption is in accordance with the terms of this Agreement;. (ii) to evidence the succession of another Person selected in accordance with the terms hereof as a successor Rights CVR Agent and the assumption by any such successor of the covenants and obligations of the Rights CVR Agent herein; , provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Company and the CVR Agent shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (viiv) as may be necessary or appropriate to ensure that the Company complies with Contingent Value Rights are not subject to registration under the Securities Act or the Exchange Act or any other applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent the Company and the Rights CVR Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Company shall mail (or prepare and cause the Rights CVR Agent to mail) mail a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to the Holders at their addresses as they appear on in the CVR Register, Register setting forth in general terms the substance of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the CVR Agent from its obligations under this Section 5.1(b)).

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the such Rights Agent herein; provided provided, that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, that in each case, such provisions do shall not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, that in each case, such provisions do shall not materially adversely affect the interests of the Holders;; or (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act, the Exchange Act or any applicable state securities or “blue sky” laws; as amended, provided that, that that such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.16.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, Purchaser at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent Purchaser such further covenants, restrictions, conditions or provisions as Parent Purchaser shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Transaction Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities 1933 Act, the Exchange 1934 Act or any applicable U.S. state securities or “blue sky” laws; provided that, such provisions shall not adversely affect laws or require the interests publication of a prospectus under the Prospectus Regulation (EU) 2017/1129 (including as it has been retained in the United Kingdom by virtue of the HoldersEuropean Union (Withdrawal) Act 2018, as amended); (viv) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇▇▇▇ as provided in Section 7.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent Purchaser pursuant to Section 2.102.7. (c) Promptly after the execution by Parent and ▇▇▇▇▇▇▇▇▇ and/or the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent Purchaser shall mail (transmit or cause the Rights Agent to mail) transmit a notice thereof through the facilities of DTC in accordance with DTC’s procedures (in respect of CVRs registered in the name of Cede & Co. only) and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto thereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail transmit (or cause the Rights Agent to mailtransmit) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, the Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iia) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiib) to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as the Parent shall consider to be for the protection of the Holders; , provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ivc) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this CVR Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (vd) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vie) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this CVR Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.the terms of this CVR Agreement; (cf) Promptly after subject to the execution by terms of this CVR Agreement, to evidence the succession of another Person to the Parent and the Rights Agent assumption by any such successor of any amendment pursuant the covenants of the Parent contained herein; (g) to evidence the provisions assignment of this Section 5.1, CVR Agreement by the Parent shall mail as provided herein; or (h) any other amendment to this CVR Agreement that would provide any additional rights or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail benefits to the Holders at their addresses as they appear on or that does not adversely affect the legal rights under this CVR Register, setting forth Agreement of any such amendmentHolder.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, may and the Rights Agent shall, if directed by the Parent, enter into one or more amendments hereto, for any of the following purposes: (i) : to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent hereinherein as provided in Section 6.3; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) ; to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) ; as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” lawsof 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions do not adversely affect the interests of the Holders; to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Sections 3.3 and 3.4; as may be necessary to comply with or be exempt from the requirements of Section 409A of the Code; to cancel CVRs in the event that (i) any Holder has abandoned its rights to such CVRs in accordance with Section 2.6 or (ii) following a Transfer of such CVRs to Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; as may be necessary to ensure that Parent complies with applicable Law; provided that in each case, such amendments shall not adversely affect the interests of the Holders; (vi) to evidence ; or any other amendments hereto for the assignment purpose of adding, eliminating or changing any provisions of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary Agreement, unless such addition, elimination or appropriate to ensure that the Company complies with applicable law. In addition change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) . Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect change the interests Milestone, the Milestone Expiration or the amount of the HoldersMilestone Payment; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinherein in accordance with Section 3.3 and Section 3.4; or (vi) any other amendments hereto for the purpose of adding, without modification eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.4. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth the terms of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent Company and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights AgentTrustee, at any time and from time to time, may enter into one or more amendments hereto or to reduce the number Securities, for any of CVRsthe following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.Securities; (c) Promptly after to add to the execution by Parent covenants of the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and/or the Chief Executive Officer of the Company and the Rights Agent Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach in any such additional covenants, restrictions, conditions or provisions a Breach permitting the enforcement of all or any of the several remedies provided in this CVR Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision, such amendment pursuant may provide for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may provide for an immediate enforcement upon such a Breach or may limit the remedies available to the Trustee upon such a Breach or may limit the right of the Acting Holders to waive such a Breach; (d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided that such amendment shall not adversely affect the interests of the Holders; (e) to make any other provisions with respect to matters or questions arising under this CVR Agreement; provided that such provisions shall not adversely affect the interests of the Holders; (f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, if applicable; or (g) make any change that does not adversely affect the interests of the Holders. Promptly following any amendment of this Section 5.1, Parent shall mail (CVR Agreement or cause the Rights Agent to mail) a notice thereof through the facilities of DTC Securities in accordance with DTC’s procedures and/or by first class mail to this Section 6.1, the Trustee shall notify the Holders at their addresses as they appear on of the CVR Register, setting forth Securities of such amendment; provided that any failure so to notify the Holders shall not affect the validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 6.3; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to transfer CVRs to Parent pursuant to Section 2.10the interests of the Holders. (cb) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Rights Agent and Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, such provisions shall not materially adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Rights Agent, or the Shareholder Representative, the Company (when authorized by a Board Resolution), at any time and from time to time, may enter into one or more amendments hereto, subject to Section 6.1, to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein. (b) Without the consent of any Holders, the Company (when authorized by a Board Resolution), the Shareholder Representative and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor termination of the covenants Rights Agent or any individual member of Parent herein; provided that such succession the committee comprising the Shareholder Representative and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent or individual member of the committee comprising or controlling the Shareholder Representative, as applicable, and the assumption by any such successor of the covenants and obligations of the Rights Agent or Shareholder Representative, as applicable, herein; provided that such succession and assumption is , in accordance with the terms of this AgreementSections 3.4 and 3.5; (iiiii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Company, the Rights Agent and the Shareholder Representative shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the HoldersHolders as determined by the Shareholder Representative; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the Holders;Holders as determined by the Shareholder Representative; or (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10Act. (c) Promptly after the execution by Parent the Company (and the Rights Agent Agent, as applicable), of any amendment pursuant to the provisions of this Section 5.1, Parent shall the Company will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, the Company, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants 8 of the Company herein as provided in Section 6.4; provided that no such amendment shall affect the rights, immunities, duties or indemnities of the Rights Agent without its prior written consent. (b) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Company shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, may and the Rights Agent shall, if directed by the Parent, enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” lawsof 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any such successor of the covenants and obligations of such the Rights Agent herein, without modification herein in accordance with Sections 3.3 and 3.4; (vi) as may be necessary to comply with or be exempt from the requirements of Section 409A of the Code; (vii) to cancel CVRs in the event that (i) any Holder has abandoned its rights to such CVRs in accordance with Section 2.6 or (ii) following a Transfer of such covenants CVRs to Parent or obligations its Affiliates in accordance with Section 2.2 or Section 2.3; (viii) as may be necessary to ensure that Parent complies with applicable Law; provided that in each case, such amendments shall not adversely affect the interests of the Holders; or (ix) any other than as permitted by amendments hereto for the purpose of adding, eliminating or changing any provisions of this Section 5.1Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail will deliver (or cause the Rights Agent to maildeliver, at Parent’s expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail Section 6.2 to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes: (ia) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (b) to provide for a guarantee by any Person of some or all of the obligations of the Company under this Agreement for the benefit of the Holders of Securities; or (c) to evidence the succession of another person Person to Parent the Company in accordance with Article Nine hereof, and the assumption by any such successor of the covenants of Parent hereinthe Company herein and in the Securities; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiid) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent its Board of Directors and the Trustee shall consider to be for the protection of the Holders; provided thatHolders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in each caseany such additional covenants, such restrictions, conditions or provisions do not adversely affect an Event of Default permitting the interests enforcement of all or any of the Holders;several remedies provided in this Agreement as herein set forth, provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the rights of the Holders of a majority of the Outstanding Securities to waive such an Event of Default; or (ive) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure Agreement that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (viif) as may be to make any amendments or changes necessary to comply or appropriate to ensure that maintain compliance with the Company complies with applicable lawTrust Indenture Act. In addition to Promptly following any amendment of this Agreement or the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent Securities in accordance with this Section 6.01, the terms of this Agreement and Trustee shall notify the assumption by any successor Holders of the covenants and obligations Securities of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of amendment; provided that any Holders, Parent and the Rights Agent, at any time and from time failure so to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to notify the Holders at their addresses as they appear on shall not affect the CVR Register, setting forth validity of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Representative, Parent, ▇▇▇▇▇▇ Sub and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or ▇▇▇▇▇▇ Sub and the assumption by any such successor of the covenants of Parent herein; or Merger Sub herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Merger Sub such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, Merger Sub and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto Law; (vi) to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent the Representative, Parent, Merger Sub, and the Rights Agent, in their sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.7. (c) Promptly after the execution by Parent the Representative, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without The Issuers and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any HoldersNoteholder (a) cure any ambiguity, Parentdefect or inconsistency or to make a modification of a formal, at any time and from time minor or technical nature or to timecorrect a manifest error; (b) provide for uncertificated Notes in addition to or in place of certificated Notes, may enter into one or more amendments hereto, provided that the uncertificated Notes are issued in registered form for any purposes of Section 163(f) of the following purposes:Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (c) provide for the assumption of the Issuers’ or any Guarantor’s obligations to Holders of the Notes in the case of a merger, consolidation or sale of all or substantially all of the Issuers’ assets pursuant to Article 5 hereof; (d) add Guarantees with respect to the Notes or, if applicable, to secure the Notes; provided, that any supplemental indenture providing for an additional Notes Guarantee pursuant to Section 4.10 need only be executed and delivered by the new Guarantor party thereto; (e) add to the covenants of the Issuers or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuers or any Guarantor; (f) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any Holder of the Notes; (g) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the terms of this AgreementIndenture and the Collateral Documents; (iii) to evidence and provide for the succession acceptance and appointment under this Indenture of another Person as a successor Rights Agent and trustee pursuant to the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreementrequirements thereof; (iiij) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1Indenture relating to the transfer and legending of Notes as permitted by this Indenture, Parent including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (k) conform the text of this Indenture, the Notes or any Guarantee to any provision of the “Description of the Notes” contained in the Issuers’ Confidential Offering Memorandum dated May 27, 2010 to the extent such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or such Guarantee. After an amendment under this Indenture becomes effective, the Issuers shall mail (or cause the Rights Agent to mail) Holders a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the amendment. Upon the request of the Issuers accompanied by a resolution of their Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, for any of the following purposes: (i) solely to evidence the succession any successor to or permitted Assignee of another person to Parent and the assumption by any such successor or permitted Assignee of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, may, with the terms consent of this Agreement; the Rights Agent, which consent shall not be unreasonably withheld, conditioned or delayed, at any time and from time to time, enter into one or more amendments hereto, solely for any of the following purposes: (iii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; ; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; ; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided provided, that, in each case, such provisions shall do not adversely affect the interests of the Holders; ; (v) to cancel any CVRs (A) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or (B) following a transfer of such CVRs to Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; (vi) to evidence any other amendments hereto for the assignment purpose of adding, eliminating or changing any provisions of this Agreement by Parent as provided in Section 7.3Agreement, unless such addition, elimination or change is adverse to the interests of the Holders; or or (vii) as may be necessary or appropriate to ensure that the Company Parent complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10Law. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.16.1, Parent shall mail (or cause the Rights Agent to mail) will transmit a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail Section 7.1 to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, the Representative, Parent, ▇▇▇▇▇▇ Sub and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent or ▇▇▇▇▇▇ Sub and the assumption by any such successor of the covenants of Parent herein; or Merger Sub herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent and Merger Sub such further covenants, restrictions, conditions or provisions as Parent shall the Representative, Parent, Merger Sub and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or any prospectus requirement under applicable state securities or “blue sky” lawslaws outside of the United States; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto Law; (vi) to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent the Representative, Parent, ▇▇▇▇▇▇ Sub, and the Rights Agent, in their sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.7. (c) Promptly after the execution by Parent the Representative, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, ParentParent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; provided, further, that in the case that such provision does adversely affect the interests of the Holders, but with no more than de minimis effect, such amendment shall not require the consent of any Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇ as provided in Section 7.36.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without The Company, Parent, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:Noteholder (i1) to evidence cure any ambiguity, defect or inconsistency in this Indenture or the succession of another person Notes; (2) to Parent and provide for the assumption by any such a successor corporation of the covenants obligations of the Company, Parent herein; provided that such succession and assumption is in accordance with the terms of or any Subsidiary Guarantor under this AgreementIndenture; (ii3) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the succession uncertificated Notes are issued in registered form for purposes of another Person as a successor Rights Agent and the assumption by any such successor Section 163(f) of the covenants and obligations Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this AgreementCode); (iii4) to add guarantees with respect to the Notes, including any Subsidiary Guaranties, or to secure the Notes; (5) to add to the covenants of the Company, Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be any Subsidiary Guarantor for the protection benefit of the Holders; provided thatHolders of the Notes or to surrender any right or power conferred upon the Company, in each case, such provisions do Parent or any Subsidiary Guarantor; (6) to make any change that does not materially adversely affect the interests rights of any Holder of the HoldersNotes; (iv7) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent comply with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests requirement of the HoldersSEC in connection with any required qualification of this Indenture under the Trust Indenture Act; (v8) to conform the text of this Indenture, Guaranties or the Notes to any provision of the “Description of the Notes” section in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Guaranties or the Notes as certified in an Officer’s Certificate delivered to the Trustee; or (9) to amend the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (i) compliance with this Indenture as may be necessary or appropriate to ensure that the CVRs are so amended would not subject to registration under result in Notes being transferred in violation of the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, law and (ii) such provisions shall amendment does not materially and adversely affect the interests rights of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or Holders to transfer CVRs to Parent pursuant to Section 2.10Notes. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is herein in accordance connection with the terms a Change of this AgreementControl of Parent; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viivi) as may be necessary or appropriate to ensure that the Company complies with applicable lawLaw. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.8. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Rights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.4. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: : (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent the Board of Directors and the Rights Agent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; ; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do shall not materially adversely affect the interests of the Holders; ; (viv) as may be necessary or appropriate to ensure that the CVRs CPRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not materially adversely affect the interests of the Holders; ; or (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more any other amendments hereto to evidence for the succession purpose of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by adding, eliminating or changing any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1Agreement, Parent shall mail (unless such addition, elimination or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail change is materially adverse to the Holders at their addresses as they appear on interests of the CVR Register, setting forth such amendmentHolders.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, may and the Rights Agent shall, if directed by the Parent, enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, or the Securities Exchange Act or any applicable state securities or “blue sky” lawsof 1934, as amended, and the rules and regulations promulgated thereunder; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any such successor of the covenants and obligations of such the Rights Agent herein, without modification herein in accordance with Sections 3.3 and 3.4; (vi) as may be necessary to comply with or be exempt from the requirements of Section 409A of the Code; (vii) to cancel CVRs in the event that (i) any Holder has abandoned its rights to such CVRs in accordance with Section 2.6 or (ii) following a Transfer of such covenants CVRs to Parent or obligations its Affiliates in accordance with Section 2.2 or Section 2.3; (viii) as may be necessary to ensure that Parent complies with applicable Law; provided that in each case, such amendments shall not adversely affect the interests of the Holders; or (ix) any other than as permitted by amendments hereto for the purpose of adding, eliminating or changing any provisions of this Section 5.1Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, ParentParent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, The Parent, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, which such consent not to be unreasonably withheld, conditioned, or delayed) enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iia) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiib) to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions as the Parent shall consider to be for the protection of the Holders; , provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ivc) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this CVR Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (vd) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vie) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this CVR Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10.the terms of this CVR Agreement; (cf) Promptly after subject to the execution by terms of this CVR Agreement, to evidence the succession of another Person to the Parent and the Rights Agent assumption by any such successor of any amendment pursuant the covenants of the Parent contained herein; (g) to evidence the provisions assignment of this Section 5.1, CVR Agreement by the Parent shall mail as provided herein; or (h) any other amendment to this CVR Agreement that would provide any additional rights or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail benefits to the Holders at their addresses as they appear on or that does not adversely affect the legal rights under this CVR Register, setting forth Agreement of any such amendmentHolder.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, DAP Issuer, the Sale Committee and the Rights Agent may enter into one or more amendments heretohereto in a writing duly executed by each of them, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor termination of the covenants Rights Agent, any individual member of Parent herein; provided that such succession the Shareholder Representative or any individual member of the Sale Committee and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent Agent, individual member of the Shareholder Representative or individual member of the Sale Committee, as applicable, and the assumption by any such successor of the covenants and obligations of the Rights Agent Agent, Shareholder Representative or Sale Committee, as applicable, herein; provided that such succession and assumption is , in accordance with the terms of this AgreementSection 3.4 and Section 3.5; (iiiii) to add to the covenants of Parent DAP Issuer, VPM Holdings such further covenants, restrictions, conditions or provisions as Parent DAP Issuer, the Rights Agent and the Sale Committee shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do shall not adversely affect the interests of the HoldersHolders as reasonably determined by the Shareholder Representative; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence Holders as reasonably determined by the assignment of this Agreement by Parent as provided in Section 7.3Shareholder Representative; or (viiiv) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition DAP Rights are not subject to registration under the foregoing, upon Securities Act or the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Exchange Act. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent DAP Issuer, the Sale Committee and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall DAP Issuer will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR DAP Right Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Purchaser, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to Section 5.1, to evidence the succession of another person Person to Parent the Purchaser and the assumption by any such successor of the covenants of Parent the Purchaser herein; provided that such succession and assumption is in accordance with the terms of this Agreement;or (ii) to evidence the termination of the CVR Registrar and the succession of another Person as a successor CVR Registrar and the assumption by any successor of the obligations of the CVR Registrar herein. (iii) to evidence the succession of another Person as a successor Rights Paying Agent and the assumption by any such successor of the covenants and obligations of the Rights Paying Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiiv) to add to the covenants of Parent the Purchaser such further covenants, restrictions, conditions or provisions as Parent the Board of Directors shall consider to be for the protection of the Holders; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (ivv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided thatprovided, that in each case, such provisions do shall not adversely affect the interests of the HoldersHolders in any material respect; (vvi) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or “blue sky” lawsAct; provided that, that such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Holders in Section 7.3any material respect; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more any other amendments hereto to evidence for the succession purpose of another person as a successor Rights Agent in accordance with the terms adding, eliminating or changing any provisions of this Agreement and unless such addition, elimination or change is adverse to the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders in any material respect. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent Purchaser of any amendment pursuant to the provisions of this Section 5.14.1, Parent the Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first first-class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment, or shall publish such information in a manner reasonably calculated to inform the Holders of such amendment (which may, for the avoidance of doubt, including the filing of a report with the SEC including such information).

Amendments Without Consent of Holders. (a) Without The Issuer, the Guarantors and the Trustee (upon the Trustee’s receipt of an Officers’ Certificate and an Opinion of Counsel confirming compliance with the requirements of this Indenture), may amend or supplement this Indenture, the Notes or any Note Guarantee without notice to or the consent of any Holders, Parent, at Noteholder (provided that the existing Guarantors need not be a party to any time and from time to time, may enter into one supplemental indenture or more amendments hereto, for any modification of the following purposes:type described in clause (v) below): (i) to evidence cure any ambiguity, defect or inconsistency in this Indenture, the succession of another person Notes or any Note Guarantee in a manner that is not materially adverse to Parent and the assumption by any such successor interest of the covenants Holders of Parent herein; provided that such succession and assumption is in accordance with the terms of this AgreementNotes; (ii) to evidence the succession of another Person as a successor Rights Agent and comply with Article 5, including to provide for the assumption by any such a successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this AgreementIssuer or any Guarantor; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be evidence and provide for the protection acceptance of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holdersan appointment hereunder by a successor Trustee; (iv) to cure any ambiguity, provide for uncertificated Notes in addition to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in place of Certificated Notes, provided that the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, uncertificated Notes are issued in each case, such provisions do not adversely affect the interests registered form for purposes of Section 163(f) of the HoldersU.S. Code; (v) as may be necessary to provide for any Note Guarantee or appropriate to ensure that confirm and evidence the CVRs are not subject to registration under the Securities Actrelease, the Exchange Act termination or discharge of any applicable state securities Note Guarantee when such release, termination or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holdersdischarge is permitted by this Indenture; (vi) to evidence provide for or confirm the assignment issuance of this Agreement by Parent as provided in Section 7.3Additional Notes; (vii) to make any other change that does not materially and adversely affect the rights of any Holder; or (viiviii) as may be necessary to conform any provision of this Indenture, the Notes or appropriate to ensure that the Company complies with applicable law. In addition any Note Guarantee to the foregoing, upon “Description of Notes” under the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Offering Memorandum. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parentthe Representative, the Buyer Entities and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent the Buyer Entities and the assumption by any such successor of the covenants of Parent herein; the Buyer Entities herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.3; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent the Buyer Entities such further covenants, restrictions, conditions or provisions as Parent shall the Representative, the Buyer Entities and the Rights Agent will consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and to ensure that the CVRs are not subject to any similar registration or prospectus requirement under applicable securities laws outside of the United States; provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any Company complies with applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the HoldersLaw; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with or the terms of this Agreement Representative and the assumption by any such successor of the covenants and obligations of such the Rights Agent hereinor the Representative, without modification as applicable, herein in accordance with Section 3.3 and Section 3.4; or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such covenants addition, elimination or obligations other than as permitted by this Section 5.1change is adverse to the interests of the Holders. (b) Without the consent of any HoldersHolders and the Buyer Entities, Parent and the Rights Agent, in its sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce and abandon such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.8. (c) Promptly after the execution by Parent the Representative, the Buyer Entities and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent the Buyer Entities shall mail (or cause the Rights Agent to mailmail at the Buyer Entities’ sole cost and expense) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence any successor to or permitted Assignee of Parent and the assumption by any such successor or permitted Assignee of the covenants of Parent herein as provided in Section 6.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, may, with the consent of the Rights Agent, which consent shall not be unreasonably withheld, conditioned or delayed, at any time and from time to time, enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act or any applicable state securities or “blue sky” laws; provided, that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary to cancel any CVRs (A) in the event that any Holder has abandoned its rights in accordance with Section 2.6, or appropriate (B) following a transfer of such CVRs to ensure that Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; (vi) any other amendments hereto for the CVRs are not subject purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company Parent complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10Law. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be reasonably necessary or desirable for the protection of the Holders; provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not materially adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” lawsLaws; provided that, such provisions shall amendments do not materially adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant 6.11; (vi) subject to Section 2.10. (c) Promptly after 4.3, to evidence the execution by succession of another Person to Parent and the Rights Agent assumption by any such successor of any amendment pursuant the covenants of Parent contained herein; (vii) to evidence the provisions assignment of this Agreement by Parent as provided in Section 5.1, Parent shall mail 4.3; or (viii) any other amendment to this Agreement that would provide any additional rights or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail benefits to the Holders at their addresses as they appear on or that does not materially adversely affect the CVR Register, setting forth legal rights under this Agreement of any such amendmentHolder.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, Parent at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or Act, any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect laws or any laws outside the interests of the HoldersUnited States; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto thereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent and and/or the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any Holders, ParentParent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession herein and assumption is in accordance compliance with the terms of this Agreementhereof; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; provided, further, that in the case that such provision does adversely affect the interests of the Holders, but with no more than de minimis effect, such amendment shall not require the consent of any Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent ▇▇▇▇▇▇ as provided in Section 7.36.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4 or to transfer CVRs to Parent pursuant to Section 2.102.6. (c) Promptly after the execution by Parent ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, Parent at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iiiii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.36.3; or (viivi) as may be necessary any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 6.4 or to transfer CVRs to Parent pursuant to Section 2.102.6, by the number of CVRs so renounced or transferred to Parent. (c) Promptly after the execution by Parent and and/or the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Stockholder Representative (except as specified below), Parent, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person Person to Parent and the assumption by any such successor of the covenants of Parent herein; herein as provided that such succession and assumption is in accordance with the terms of this AgreementSection 6.2; (ii) to evidence with the succession of another Person as a successor Rights Agent and the assumption by any such successor consent of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) Stockholder Representative, to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Stockholder Representative will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect materially reduce the benefits of this Agreement or the interests of the Holders; (iviii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreementherein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect materially reduce the benefits of this Agreement or the interests of the Holders, provided that, no such amendment may effect the rights or responsibilities of the Stockholder Representative without its consent (which such consent shall not be unreasonably withheld); (viv) as may be necessary or appropriate to ensure that the FDA CVRs are not subject to registration under the Securities Act, or the Securities Exchange Act or any applicable state securities or “blue sky” laws; provided thatof 1934, such provisions shall not adversely affect as amended, and the interests of the Holdersrules and regulations promulgated thereunder; (viv) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person Person as a successor Rights Agent in accordance with the terms of this Agreement Stockholder Representative and the assumption by any such successor of the covenants and obligations of the Stockholder Representative herein in accordance with the relevant provisions of Section 7.9 of the Merger Agreement; or (vi) any other amendments hereto for the purpose of adding additional rights or benefits to the Holders, provided that, no such Rights Agent herein, amendment may effect the rights or responsibilities of the Stockholder Representative without modification of its consent (which such covenants or obligations other than as permitted by this Section 5.1consent shall not be unreasonably withheld). (b) Without the consent of any Holders, Parent Parent, when authorized by a Board Resolution, and the Rights AgentStockholder Representative, in the Stockholder Representative’s sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto hereto, to reduce the number of FDA CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.106.3. (c) Promptly after the execution by Parent and the Rights Agent Stockholder Representative of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent Payments Administrator to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the FDA CVR Register, setting forth such amendment.