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

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required for the execution of this Indenture or a Guarantor Supplemental Indenture on the Issue Date.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (x) on the Issue Date for the execution of this Indenture any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or a 501(b), as applicable, or Guarantor Supplemental Indenture on and (y) in connection with the Issue Dateexecution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 1303 or any Guarantor Supplemental Indenture.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such noticeIn executing, or any defect therein, shall not, however, in any way impair or affect accepting the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign additional trusts created by any amendment, supplement or waiver authorized pursuant to permitted by this Article IX if Nine or the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities or immunities modifications thereby of the Trustee, as the case may be. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waivertrusts created by this Indenture, the Trustee shall be entitled to receiveprovided 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 to the effect stating that the execution of such amendment, supplement or waiver is authorized or and permitted or by this Indenture, complies with this Indenture that the provisions hereof, all conditions precedent to such amendment, supplement or waiver required by this Indenture have been complied with satisfied and that such amendment, supplement or waiver is a the legal, valid and binding agreement obligation of the CompanyIssuer and Guarantor, enforceable against the Company Issuer and Guarantor in accordance with its terms. 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 doubtdoubt 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 for in connection with the execution of this Indenture or a Guarantor Supplemental Indenture on thereof by the Issue DateTrustee.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee and the Collateral Agent, if applicable, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities or immunities of the TrusteeTrustee or the Collateral Agent, as the case may be. If it does, the Trustee or the Collateral Agent may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee and the Collateral Agent, if applicable, shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture and the Notes Security Documents, as applicable, that all conditions precedent to such amendment, supplement or waiver required by this Indenture and the Notes Security Documents, as applicable, have been complied with and that such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required for the execution of this Indenture or a Guarantor Supplemental Indenture on the Issue Date.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver 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 deliver mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee and the Collateral Agent, if applicable, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the TrusteeTrustee or the Collateral Agent, as the case may be. If it does, the Trustee or the Collateral Agent may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee and the Collateral Agent, if applicable, shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required on the Issue Date for the execution of this Indenture Indenture, or a Guarantor Supplemental Indenture on the Issue DateIndenture.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date or the Business Day immediately following the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (x) on the Issue Date or the Business Day immediately following the Issue Date for the execution of this Indenture any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or a 501(b), as applicable, or Guarantor Supplemental Indenture on and (y) in connection with the Issue Dateexecution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 1303 or any Guarantor Supplemental Indenture.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 903 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required for the execution of this Indenture or a Guarantor Supplemental Indenture on the Issue Date.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (w) on the Issue Date for the execution of this Indenture any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or a 501(b), as applicable, or Guarantor Supplemental Indenture on Indenture, (x) in connection with the Issue Dateexecution of any documents reasonably requested by the Company to 154 1010271152v11010271152_5.doc evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 1303 or any Guarantor Supplemental Indenture, (y) in connection with the execution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of the Parent Guarantee as set forth in Section 1403 and (z) in connection with the transfer of all of the Capital Stock of the Company held by Holdings to any Successor Holding Company pursuant to Section 1410. Section 904.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 903 becomes effective, the Company shall deliver 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 deliver mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required for the execution of this Indenture or a Guarantor Supplemental Indenture on the Issue Date.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (w) on the Issue Date for the execution of this Indenture any Note Supplemental Indenture, supplemental indenture pursuant to Section 501(a)(i) or a 501(b), as applicable, or Guarantor Supplemental Indenture on Indenture, (x) in connection with the Issue Dateexecution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 153 1303 or any Guarantor Supplemental Indenture, (y) in connection with the execution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of the Parent Guarantee as set forth in Section 1403 and (z) in connection with the transfer of all of the Capital Stock of the Company held by Holdings to any Successor Holding Company pursuant to Section 1410. Section 904.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee and the Collateral Agent shall sign any amendment, supplement supplement, waiver or waiver other documentation authorized pursuant to this Article IX Nine if the amendment, supplement supplement, waiver or waiver other documentation does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as Trustee or the case may be. If it does, Collateral Agent or impose any new duties on the Trustee mayand/or the Collateral Agent. The Company may not sign an amendment, but need not, sign supplement or waiver that requires consent of Holders until the Board of Directors approves it. In signing or refusing to sign such executing any amendment, supplement or waiver, the Trustee or the Collateral Agent, as applicable, shall be entitled to receive, 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 to the effect stating that the execution of such amendment, supplement supplement, waiver or waiver other documentation is authorized 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 the Security Documents and that such amendment, supplement supplement, waiver or waiver other documentation is a the legal, valid and binding agreement obligation of the CompanyCompany and any Guarantors party thereto, enforceable against the Company them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, as applicable. For Notwithstanding the avoidance of doubtforegoing, no Officer’s Certificate or Opinion of Counsel shall be required for in connection with the execution addition of a Guarantor under this Indenture or upon execution and delivery by such Guarantor and the Trustee of a Guarantor Supplemental Indenture on supplemental indenture to this Indenture, the Issue Dateform of which is attached as Exhibit A hereto, and delivery of an Officers’ Certificate.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 902 becomes effective, the Company shall deliver to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee, as the case may be. 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 entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture 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 a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. For the avoidance of doubt, (a) no Officer’s Certificate shall be required on the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (x) on the Issue Date for the execution of this Indenture any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or a 501(b), as applicable, or Guarantor Supplemental Indenture on and (y) in connection with the Issue Dateexecution of any documents reasonably requested by the Company to evidence the release, discharge, and termination of a Subsidiary Guarantee as set forth in Section 1303 or any Guarantor Supplemental Indenture.