Notwithstanding [Section 16.1(2)], the Lender may not assign all or any part of its rights to or have any of its obligations assumed by any private equity fund or hedge fund that in the ordinary course of business invests in debt # considered to be very weak, # where the issuer of such debt is in imminent default to its creditor(s), or # where the issuer of such debt is in insolvency proceedings, unless, in each case, an Event of Default shall have occurred and be continuing or upon the exercise of any rights pursuant to [Section 13.2].

Notwithstanding [Section 2.9.1.1], the Issuing Lender shall not be under any obligation to issue any Letter of Credit if # any order, judgment or decree of any Official Body or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Official Body with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Lender in good faith deems material to it, or # the issuance of the Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally.

Notwithstanding [Section 6.7(a)], with respects to acts, omissions, events or circumstances relating to the Acquired Companies that occurred or existed prior to the Closing that are covered by occurrence-based insurance policies of Seller or any of its Affiliates under which an Acquired Company is an insured prior to Closing, Seller and its Affiliates shall make such claims for coverage as reasonably requested by Buyer or any Acquired Company and use commercially reasonable efforts to cooperate with Buyer in connection with any such claim for coverage and the receipt of insurance proceeds on behalf of an Acquired Company, subject to the terms and conditions of such occurrence-based policies and this Agreement, to the extent such coverage and limits are available. Buyer shall promptly repay or reimburse Seller and its Affiliates, or cause Seller and its Affiliates to be promptly repaid or reimbursed, for all costs and expenses incurred by Seller and its Affiliates in collecting such proceeds, including the amount of any deductibles and self-insured retentions associated with any such claims made by Seller or any of its Affiliates under such occurrence-based policies, and Buyer and its Affiliates (including the Acquired Companies) shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of such claims. For the avoidance of doubt, from and after the Closing, none of Buyer or the Acquired Companies shall have any right to directly make claims or seek coverage under any of the insurance policies provided or made available to the Acquired Companies by Seller or any of its Affiliates.

Notwithstanding [Section 8.01], a Qualified Marketmaker that acquires any Company Claims with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims if such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale assignment, participation, or otherwise) to a transferee that is a Consenting Creditor or a transferee who executes and delivers to counsel to the Company Parties, at or before the time of the proposed Transfer, a Transfer Agreement; provided that the original Consenting Creditor shall remain bound by the terms of this Agreement until such time as the Qualified Marketmaker transfers the Company Claims to a transferee that delivers a Transfer Agreement.

Notwithstanding [Section 6.4(b)(i)], if and when the aggregate amount of Purchased Receivables deposited in the Escrow Account exceeds the Cap Amount, then the parties shall provide joint written instructions to the Escrow Agent directing the Escrow Agent to promptly, but in any event within two (2) Business Days of receipt of deposit of Royalty Payments in the Escrow Account, disburse 50% of the amount of such Royalty Payments (together with any interest thereon, if applicable) to Buyer and 50% of the amount of such Royalty Payments (together with any interest thereon, if applicable) to Seller. For the avoidance of doubt, in determining whether the Purchased Receivables exceeds the Cap Amount, such amount will include the amount received by Buyer in respect of any Additional Amounts received by the Buyer and will not include any Indemnified Taxes payable (whether payable through withholding or directly by the Buyer) in respect of any amounts payable to the Buyer under this Agreement (including in respect of any Additional Amounts).

Notwithstanding [Section 2.1(a)], the Holder may: # Transfer Covered Securities to one or more Affiliates # who is a party to an agreement with Parent with substantially similar terms as this Agreement or # if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to Parent prior to the consummation of such Transfer and # Transfer Covered Securities with the prior written consent of Parent (which consent may be granted or withheld by Parent in its sole discretion).

Notwithstanding [Section 2.1(a)], the Holder may: # Transfer Covered Securities to one or more Affiliates # who is a party to an agreement with Parent with substantially similar terms as this Agreement or # if, as a condition to such Transfer, the recipient agrees in writing to be bound by this Agreement and delivers a copy of such executed written agreement to Parent prior to the consummation of such Transfer and # Transfer Covered Securities with the prior written consent of Parent (which consent may be granted or withheld by Parent in its sole discretion).

Notwithstanding [Section 4.3(a)], any adjustments made pursuant to [Section 4.3(a)] shall be made in such a manner as to ensure that after such adjustment, the Awards continue not to be deferred compensation subject to Code [Section 409A] (or if such Awards are already subject to Code [Section 409A], so as not to give rise to liability under Code [Section 409A]).

Notwithstanding [Section 9.02(b), (i)])] this Agreement and any other Loan Document may be amended with the written consent of the Required Lenders, Lenders providing one or more additional credit facilities, the Administrative Agent and the Borrowers # to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this

Notwithstanding [Section 2.8] and Article 4 hereof, unless otherwise prohibited by applicable law or regulation, the Committee may, in its sole discretion, determine that all Stock Options then held by a Participant shall become fully exercisable (subject to the expiration provisions otherwise applicable to the Stock Option) and all Restricted Stock Awards shall be fully earned and vested immediately.