Common use of Amendments Without Consent of Holders or Rights Agent Clause in Contracts

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iv) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, that in each case, such provisions do not adversely affect the interests of the Holders; (v) 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, 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; (vi) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (vii) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ix) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (x) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iv) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (v) 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, 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; (vi) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (vii) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ix) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (x) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, provided that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The CompanyAspire, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company Aspire and the assumption of any such successor of the covenants of the Company Aspire outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company Aspire such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) 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, 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 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 U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated made thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company Aspire is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, (ii) in order to give effect to the provisions of Section 2.7 or (iiiii) following a transfer of such CVRs to the Company Aspire or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company Aspire complies with applicable Law; or (xix) to effect any other amendment to this Agreement for that would provide any additional rights or benefits to the purpose of adding, eliminating Holders or changing any provisions of this Agreements; provided, that, in each case, such additions, eliminations or changes do that does not adversely affect the interests legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by the Company Aspire of any amendment pursuant to this Section 5.1, the Company Aspire will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (viv) 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, 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 or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, (ii) in order to give effect to the provisions of Section 2.7 or (iiiii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, provided that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (viv) 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, 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 or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, (ii) in order to give effect to the provisions of Section 2.7 or (iiiii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; providedAgreement, provided that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent (subject to Section 5.3), provided, that if any such amendment(s) (individually or the aggregate) materially impairs or adversely affects the rights of the Holders hereunder, such amendment shall also require the prior written consent of the Holders in accordance with Section 5.2: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person Person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.16.6; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, that in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) 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, 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; (viv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated made thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.5 or (ii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or and Section 2.32.6; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for that would provide any additional rights or benefits to the purpose of adding, eliminating Holders or changing any provisions of this Agreements; provided, that, in each case, such additions, eliminations or changes do that does not adversely affect the interests legal rights under this Agreement of the Holdersany such Holder. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.26.2.

Amendments Without Consent of Holders or Rights Agent. (a) The CompanyParent, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) unilaterally enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders, the Holders’ Representative or the Rights Agent: (ia) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iiib) subject to Section 6.1, to evidence the succession of another person Person to the Company Parent and the assumption of any such successor of the covenants of the Company Parent outlined herein in a transaction contemplated by Section 6.1; (ivc) to add to the covenants of the Company Parent such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do amendments shall not adversely affect the interests of the HoldersHolders or materially alter the rights or obligations of the Rights Agent; (vd) to amend any manifest error, provided that in each case, such amendment shall not adversely affect the interests of the Holders or materially alter the rights or obligations of the Rights Agent; (e) 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, 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 amendments shall not adversely affect the interests of the HoldersHolders or materially alter the rights or obligations of the Rights Agent; (vif) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Exchange Act or the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated made thereunder, or any applicable state securities or “blue sky” laws;; provided that in each case, such amendments shall not adversely affect the interests of the Holders or materially alter the rights or obligations of the Rights Agent; or (vii) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiig) to cancel the CVRs (i) 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 Transfer of such CVRs to the Company Parent or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixh) as may be necessary or appropriate to ensure that the Company Parent complies with applicable Law; or (x) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, that, provided that in each case, such additions, eliminations or changes do amendments shall not adversely affect the interests of the Holders.Holders or materially alter the rights or obligations of the Rights Agent; or (bi) Promptly after any other amendment to this Agreement that would provide any additional rights or benefits to the execution by Holders or that does not adversely affect the Company interests of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2Holder.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, Agent with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (viv) 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, 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 or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the applicable CVRs (ix) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, or (iiy) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; providedAgreement, provided that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The CompanyMilan, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) unilaterally enter into one or more amendments to this Agreement for any of the following purposes, without the consent of any of the Holders or the Rights Agent: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company Milan and the assumption of any such successor of the covenants of the Company Milan outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company Milan such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do shall not adversely affect the interests of the Holders; (viv) 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, 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 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 U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated made thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company Milan is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, (ii) in order to give effect to the provisions of Section 2.7 or (iiiii) following a transfer of such CVRs to the Company Milan or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company Milan complies with applicable Law; or (xix) to effect any other amendment to this Agreement for that would provide any additional rights or benefits to the purpose of adding, eliminating Holders or changing any provisions of this Agreements; provided, that, in each case, such additions, eliminations or changes do that does not adversely affect the interests legal rights under this Agreement of any such Holder. Notwithstanding anything to the Holders.contrary contained herein, Milan and the Rights Agent may, but will not be obligated to, enter into any amendment that adversely affects, in any material respect, the Rights Agent’s own rights, duties, responsibilities or protections (b) Promptly after the execution by the Company Milan of any amendment pursuant to this Section 5.1, the Company Milan will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, with such consent not to be unreasonably withheld, conditioned or delayed) Agent enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.1, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.1; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (viv) 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, 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 or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 2.6, (ii) in order to give effect to the provisions of Section 2.7 or (iiiii) following a transfer of such CVRs to the Company or its Affiliates in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, provided that, in each case, such additions, eliminations or changes do not adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.2.

Amendments Without Consent of Holders or Rights Agent. (a) The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent, Agent with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments to this Agreement for any of the following purposes: (i) to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (ii) with the consent of the person serving as Lease Representative prior to such amendment (other than in the case of a replacement pursuant to the last sentence of Section 4.6(a)), to evidence the appointment of another Person as a successor Rights Agent and the assumption by any successor Rights Agent of the covenants and obligations of the Rights Agent herein in accordance with the provisions hereof; (iii) subject to Section 6.16.3, to evidence the succession of another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.16.3; (iviii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided, provided that in each case, such provisions do not adversely affect the interests of the Holders; (viv) 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, 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 or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or “blue sky” laws; (viivi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (viiivii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such CVRs to the Company or its Affiliates subsidiaries in accordance with Section 2.2 or Section 2.3; (ixviii) as may be necessary or appropriate to ensure that the Company complies with applicable Law; or (xix) to effect any other amendment to this Agreement for the purpose of adding, eliminating or changing any provisions of this Agreements; provided, provided that, in each case, such additions, eliminations or changes do not materially adversely affect the interests of the Holders. (b) Promptly after the execution by the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 7.26.2.