Common use of Amendment without Material Adverse Effect Clause in Contracts

Amendment without Material Adverse Effect. Without the consent of the Noteholders, the Issuer and the Indenture Trustee may enter and, when directed by Issuer Order, will enter into an amendment to this Indenture for the purpose of adding terms to, or changing or eliminating the terms of, this Indenture or of modifying (other than the modifications in Section 9.2) the rights of the Noteholders under this Indenture, subject to the following conditions: (i) the Issuer or the Administrator delivers, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Rating Agency Condition has been satisfied.

Amendment without Material Adverse Effect. Without the consent of the Noteholders, the Issuer and the Indenture Trustee may enter and, when directed by Issuer Order, will enter into an amendment to this Indenture for the purpose of adding terms to, or changing or eliminating the terms of, this Indenture or of modifying (other than the modifications in Section 9.2) the rights of the Noteholders under this Indenture, subject to the following conditions: (i) the Issuer or the Administrator delivers, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause a Note to be considered sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the Rating Agency Condition has been satisfiedsatisfied for the amendment.