Subject to [Section 5.1(l) and (m)])] and any applicable limitations set forth in the Security Documents and other than # when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by ​ therefrom or # to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, cause # all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock) held directly by the Borrower or any other Loan Party, # all evidences of Indebtedness in excess of $10,000,000, and # any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any other Loan Party, in each case, to be delivered to the Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Administrative Agent so long as a global intercompany note superseding such promissory note has been delivered to the Administrative Agent.

Subject to [Section 5.6(d)], the Partnership may make a Pro Rata distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event (subject to the effect of Section 5.8(b)(vi)(E)), and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted, provided, however, that the Partnership may not effect a subdivision or combination of Partnership Interests described in this [Section 5.6(a)] unless the Operating Partnership also effects an equivalent subdivision or combination.

Subject to [Section 5.11(b)(i)(B)], commencing with the Quarter that includes the Series A Initial Issuance Date, subject to [Section 5.11(b)(i)(D)], the Record Holders of the Series A Preferred Units as of the applicable Record Date for each Quarter shall be entitled to receive, in respect of each Outstanding Series A Preferred Unit, cumulative distributions in respect of such Quarter equal to the sum of # the Series A Distribution Amount for such Quarter and # any Series A Unpaid Distributions (collectively, a “Series A Quarterly Distribution”).

Subject to [Section 5.3] and Article 6, Performance Share Units shall expire at the end of the third calendar year following the Grant Date (including the calendar year that includes the Grant Date). Each Unit shall terminate and be cancelled on such expiry date.

[Section 5.1] of this Agreement (but only to the extent relating to the items in clauses (a) and (b) of [Schedule 5.1]), and such failure continues for two Business Days (as such period may be extended by up to 20 days by Agent);

[Section 5.1(b)(1)(C)] (setting forth certain distribution options for the amount credited to a Participant’s Active SRSP Account) is hereby amended by adding thereto to [clauses (iii) and (iv)])], such that it shall read as follows effective for distribution elections or changes to distribution elections made on or after such date as the Committee shall designate:

[Section 5.02Survival]. All of the representations and warranties set forth in Section 5.01 shall survive and shall remain true and correct until all Obligations are satisfied in full (except, if applicable, to the extent that any such representation or warranty expressly relates solely to an earlier date or period of time).

[Section 5.4] “Acquired Deferral Accounts,” the first sentence hereby amended to read in full as follows:

[Section 5.1] (Commercial Diligence) of the License Agreement. [Section 5.1] of the License Agreement is hereby amended and restated to read in its entirety as follows:

[Section 5.2] (Milestones and Fees for Development of Licensed Products) of the License Agreement. [Section 5.2] of the License Agreement is hereby amended and restated to read in its entirety as follows: