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 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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. 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 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, (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 Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (b) no Opinion of Counsel shall be required (xw) on the Issue Date for the execution of any Note Supplemental Indenture, supplemental indenture pursuant to Sections Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and Indenture, (yx) in connection with the execution 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 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 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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. 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 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, (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 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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections Section 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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 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 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 liabilities, indemnities 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 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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. 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 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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.. 129

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 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 IndentureIndenture 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) this Indenture or 501(b), as applicable, or a Guarantor Supplemental Indenture and (y) in connection with on the execution 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 IndentureIssue Date.

Execution of Amendments, Supplements or Waivers. After an amendment, supplement or waiver under this Section 903 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 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 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, (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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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 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 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, (a) no Officer’s Certificate or Opinion of Counsel shall be required on the Issue Date for the execution of any Note Supplemental this 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 any Note Supplemental Indenture, supplemental indenture pursuant to Sections 501(a)(i) or 501(b), as applicable, or Guarantor Supplemental Indenture and (y) in connection with the execution 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.