Common use of Administrative Amendments Clause in Contracts

Administrative Amendments. Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of CallCo and AcquisitionCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of CallCo and AcquisitionCo and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that such Boards of Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or (c) making such changes or corrections which, on the advice of counsel to USCo, CallCo, AcquisitionCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the Board of Directors of AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.

Administrative Amendments. Notwithstanding the provisions of Section 11.1, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of CallCo CalICo and AcquisitionCo shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of CallCo CalICo and AcquisitionCo and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that such Boards of Directors and the Trustee, acting on the advice of counsel, shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or (c) making such changes or corrections which, on the advice of counsel to USCo, CallCoCalICo, AcquisitionCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, and the Board of Directors of AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.

Administrative Amendments. Notwithstanding the provisions of Section 11.1section 12.1, the parties to this Agreement Parties may in writing, at any time and from time to time, without the approval of the BeneficiariesVendors, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries Vendors hereunder provided that the Board of Directors of each of CallCo Exchangeco and AcquisitionCo Parent and the Agent and its counsel shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the BeneficiariesVendors; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of CallCo Parent and AcquisitionCo Exchangeco and in the opinion of the TrusteeAgent and its counsel, having in mind the best interests of the Beneficiaries Vendors it may be expedient to make, provided that such Boards of Directors and the Trustee, acting on the advice of counsel, Agent shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the BeneficiariesVendors; or (c) making such changes or corrections which, on the advice of counsel to USCoParent, CallCo, AcquisitionCo Exchangeco and the TrusteeAgent and its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Trustee, acting on the advice of counsel, Agent and the Board of Directors of AcquisitionCo each of Parent and Exchangeco shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.Vendors. Voting And Exchange Agency Agreement

Administrative Amendments. Notwithstanding the provisions of Section 11.13.4, the parties to this Agreement may in writing, at any time and from time to time, without the approval of the Beneficiariesholders of the Exchangeable Shares, amend or modify this Agreement as may be necessary or advisable for the purposes of: (a) adding to the covenants of any or all parties hereto to this Agreement for the protection of TSA Exchangeco or the Beneficiaries hereunder holders of the Exchangeable Shares, provided that the Board board of Directors directors of each of CallCo TSA, TSA Exchangeco and AcquisitionCo TSA Holdco shall be of the good faith opinion opinion, after consultation with counsel, that such additions will not be prejudicial to the rights or interests interest of the Beneficiariesholders of Exchangeable Shares; (b) making such amendments provisions or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of CallCo TSA Exchangeco, TSA Holdco and AcquisitionCo and in the opinion of the TrusteeTSA, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such Boards board of Directors and the Trustee, acting on the advice of counsel, directors shall be of the opinion good faith opinion, after consultation with counsel, that such amendments and provisions or modifications will not be prejudicial to the interests of the Beneficiariesholders of the Exchangeable Shares; or (c) making such changes or corrections to this Agreement, which, on the advice of counsel to USCo, CallCo, AcquisitionCo and the Trusteecounsel, are reasonably required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the Trusteeopinion of the board of directors of each of TSA Exchangeco, acting on the advice of TSA Holdco and TSA, after consultation with counsel, and the Board of Directors of AcquisitionCo shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiariesholders of the Exchangeable Shares.