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

Execution of Amendments, Supplements or Waivers. 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 or immunities of the Trustee. 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 has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and the general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. In connection with any amendment, modification, waiver or release to be executed by the Trustee, the Company will deliver to such Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such amendment, modification, waiver or release is permitted under this Supplemental Indenture and that all conditions precedent under this Supplemental Indenture relating thereto have been complied with, and such other documentation as is required by this Supplemental Indenture.

Execution of Amendments, Supplements or Waivers. 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 or immunities of the Trustee. 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 has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and the to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. In connection with any amendmentFor the avoidance of doubt, modification, waiver or release to be executed by the Trustee, the Company will deliver to such Trustee an no Officer’s Certificate and an Opinion shall be required for the execution of Counselany Note Supplemental Indenture, stating that such amendment, modification, waiver supplemental indenture pursuant to Section 501(a)(i) or release is permitted under this Guarantor Supplemental Indenture and that all conditions precedent under this Supplemental Indenture relating thereto have been complied with, and such other documentation as is required by this Supplemental Indentureon the Issue Date.

Execution of Amendments, Supplements or Waivers. After 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 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 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 has 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 duly authorized, executed complied with and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and the general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, that such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. In connection with any amendment, modification, waiver or release to be executed by the Trustee, the Company will deliver to such Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such amendment, modification, waiver or release is permitted under this Supplemental Indenture and that all conditions precedent under this Supplemental Indenture relating thereto have been complied with, and such other documentation as is required by this Supplemental Indenture.

Execution of Amendments, Supplements or Waivers. 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 or immunities of the Trustee. 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 has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and the to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. In connection with any amendmentFor the avoidance of doubt, modification, waiver or release to be executed by the Trustee, the Company will deliver to such Trustee an no Officer’s Certificate and an or Opinion of CounselCounsel shall be required for the execution of any Notes Supplemental Indenture, stating that such amendment, modification, waiver supplemental indenture pursuant to Section 501(a)(i) or release is permitted under this Guarantor Supplemental Indenture and that all conditions precedent under this Supplemental Indenture relating thereto have been complied with, and such other documentation as is required by this Supplemental Indentureon the Issue Date.