Common use of Execution of Amendments, Supplements or Waivers Clause in Contracts

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executingAfter an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or accepting any defect therein, shall not, however, in any way impair or affect the additional trusts created byvalidity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver permitted by authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the modifications thereby rights, duties, liabilities or immunities of the trusts created by this IndentureTrustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating to the effect that the execution of such amendment, supplement or waiver is authorized and or permitted or complies with this Indenture, that all conditions precedent to such amendment, supplement or waiver required by this Indenture have been complied with and that such amendment, supplement or waiver is the legal, a valid and binding obligation agreement of the Issuer and any Guarantors party theretoCompany, enforceable against them the Company in accordance with its terms. For the avoidance of doubt, subject to customary exceptions and qualifications, and complies with no Officer’s Certificate or Opinion of Counsel shall be required on the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible Issue Date for the Issuer’s failure to comply with execution of this Article. Guarantors mayIndenture, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwisea Guarantor Supplemental Indenture.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, the provision to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes if applicable, and an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executingAfter an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or accepting any defect therein, shall not, however, in any way impair or affect the additional trusts created byvalidity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver permitted by authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the modifications thereby rights, duties, liabilities or immunities of the trusts created by this IndentureTrustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating to the effect that the execution of such amendment, supplement or waiver is authorized and or permitted or complies with this Indenture, that all conditions precedent to such amendment, supplement or waiver required by this Indenture have been complied with and that such amendment, supplement or waiver is the legal, a valid and binding obligation agreement of the Issuer and any Guarantors party theretoCompany, enforceable against them the Company in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor or a parent guarantor under this Indenture in accordance with Section 901(9)) Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture Indenture, complies with the provisions hereof, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party theretoGuarantor, enforceable against them the Issuer and Guarantor in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executingAfter an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or accepting any defect therein, shall not, however, in any way impair or affect the additional trusts created byvalidity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver permitted by authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the modifications thereby rights, duties, liabilities or immunities of the trusts created by this IndentureTrustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be provided withentitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating to the effect that the execution of such amendment, supplement or waiver is authorized and or permitted or complies with this Indenture, that all conditions precedent to such amendment, supplement or waiver required by this Indenture have been complied with and that such amendment, supplement or waiver is the legal, a valid and binding obligation agreement of the Issuer and any Guarantors party theretoCompany, enforceable against them the Company in accordance with its terms. For the avoidance of doubt, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need Officer’s Certificate or Opinion of Counsel shall be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible required for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under execution of this Indenture or otherwisea Guarantor Supplemental Indenture on the Issue Date.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, (i) any amendment, supplement or waiver to this Indenture or (ii) any amendment to the Security Agreement, Intercreditor Agreement or any Mortgage on a Mortgaged Real Property, if any, permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee and Notes Collateral Agent, as the case may be, shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver waiver, as applicable, is authorized and permitted by this Indenture and the Intercreditor Agreement (to the extent applicable) and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuer. Notwithstanding the foregoing, no Opinion of Counsel shall be required with respect to any (i) supplement or joinder to the Security Documents for the purpose of adding additional Grantors (as defined in the Security Agreement) or Collateral, (ii) intellectual property security agreement (including any supplements, joinders or amendments thereto) for the purpose of adding Collateral and (iii) agreement, document, instrument or certificate for a release, termination or subordination of any Guarantors party thereto, enforceable against them Lien or security interest in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this ArticleSection 13.02. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee and the Notes Collateral Agent may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s or Notes Collateral Agent’s, as applicable, own rights, duties or immunities under this Indenture Indenture, the Security Documents or otherwise.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, by any amendment, supplement or waiver permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor or a parent guarantor under this Indenture in accordance with Section 901(9)) Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture Indenture, complies with the provisions hereof, all conditions precedent to such amendment, supplement or waiver have been satisfied and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party theretoGuarantor, enforceable against them the Issuer and Guarantor in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. For the avoidance of doubt and notwithstanding anything to the contrary herein, the Trustee shall be authorized to enter into the Completion Date Supplemental Indenture on the Issue Date and no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution thereof by the Trustee.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, in addition to any documents required by Section 1.03, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor or a parent guarantor under this Indenture in accordance with Section 9.01(10)) Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall have no responsibility or liability with respect to any matters that would have been covered by the Opinions of Counsel that are not permitted by this Section.

Execution of Amendments, Supplements or Waivers. The Trustee and the Collateral Agent shall sign any amendment, supplement, waiver or other documentation authorized pursuant to this Article Nine if the amendment, supplement, waiver or other documentation does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent or impose any new duties on the Trustee and/or the Collateral Agent. The Company may not sign an amendment, supplement or waiver that requires consent of Holders until the Board of Directors approves it. In executing, or accepting the additional trusts created by, executing any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenturewaiver, the Trustee or the Collateral Agent, as applicable, shall be provided with, entitled to receive and (subject to Section 601 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 103 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement supplement, waiver or waiver other documentation is authorized and or permitted by this Indenture and the Security Documents and that such amendment, supplement supplement, waiver or waiver other documentation is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualificationsexceptions, and complies with the provisions hereof, as applicable. The Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee has no duty to determine whether of a supplemental indenture under to this Article Nine need be entered into or whether any provisions Indenture, the form of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors maywhich is attached as Exhibit A hereto, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseand delivery of an Officers’ Certificate.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, the provision to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes if applicable, and an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, the provision to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes if applicable, and an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized and permitted by this Indenture Indenture, that all conditions precedent have been complied with and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Execution of Amendments, Supplements or Waivers. In executing, or accepting The Trustee and the additional trusts created by, Collateral Agent shall sign any amendment, supplement or waiver permitted by authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the modifications thereby Collateral Agent or impose any new duties on the Trustee and/or the Collateral Agent. The Company may not sign an amendment, supplement or waiver that requires consent of Holders until the trusts created by this IndentureBoard of Directors approves it. In executing any amendment, supplement or waiver, the Trustee or the Collateral Agent, as applicable, shall be provided with, entitled to receive and (subject to Section 601 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 103 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment, supplement amended or waiver supplemental indenture is authorized and or permitted by this Indenture and the Security Documents and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions and qualificationsexceptions, and complies with the provisions hereof. The Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee has no duty to determine whether execute any amendment or supplement adding a supplemental indenture new Guarantor under this Article Nine need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwiseIndenture.