Common use of Conditions; Waiver of Conditions Clause in Contracts

Conditions; Waiver of Conditions. The obligation of the Company to accept for exchange Notes properly tendered pursuant to the Exchange shall be subject to only the following conditions (the “Conditions”): (i) not less than 82.5% in outstanding principal amount of the Notes having been validly tendered and not withdrawn on or prior to the expiration time for the Exchange, (ii) the Amendment having been executed and being effective, (iii) any registration statement required under the Securities Act of 1933, as amended, in respect of the Exchange having been declared effective by the SEC and the indenture governing the Exchange Notes having been qualified under the Trust Indenture Act of 1939, as amended, and (iv) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority that prohibits the consummation of the Exchange on, or consistent with, the terms and conditions of this Agreement shall have occurred and remain in effect. The Company shall use its commercially reasonable best efforts to ensure that each of the Conditions is satisfied in connection with the Exchange. The Company shall not (i) waive any of the foregoing conditions to the consummation of the Exchange or (ii) amend any of the terms or conditions of the Exchange or the form of Amendment approved by the Noteholders or (to the extent the Noteholders have elected to review and approve such portion of the Solicitation materials) other portions of the Solicitation materials relating to the terms and conditions of the Exchange approved by the Noteholders, in each case without the prior written consent of each of the Noteholders.

Conditions; Waiver of Conditions. The obligation of the Company to accept for exchange Notes properly tendered pursuant to the Exchange shall be subject to only the following conditions (the “Conditions”): (i) not less than 82.5% in outstanding principal amount of the Notes having been validly tendered and not withdrawn on or prior to the expiration time for the Exchange, (ii) the Amendment having been executed and being effective, (iii) any registration statement required under the Securities Act of 1933, as amended, in respect of the Exchange having been declared effective by the SEC and the indenture governing the Exchange Notes having been qualified under the Trust Indenture Act of 1939, as amended, and (iv) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority that prohibits the consummation of the Exchange on, or consistent with, the terms and conditions of this Agreement shall have occurred and remain in effect. The Company shall use its commercially reasonable best efforts to ensure that each of the Conditions is satisfied in connection with the Exchange. The Company shall not (i) waive any of the foregoing conditions to the consummation of the Exchange or (ii) amend any of the terms or conditions of the Exchange or the form of Amendment approved by the Noteholders or (to the extent the Noteholders have elected to review and approve such portion of the Solicitation materials) other portions of the Solicitation materials relating to the terms and conditions of the Exchange approved by the Noteholders, in each case without the prior written consent of each of the Noteholders.. Section 1.04