Common use of Trustee and Collateral Agent to Sign Amendments, etc Clause in Contracts

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and, as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or the Collateral Agent, as applicable, may, but need not, sign such amendment, supplement or waiver. The Issuer or the Guarantors may not sign an amendment, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an amendment, supplement or waiver, the Trustee and, as applicable, the Collateral Agent shall be entitled to receive and, subject to Section 7.01, 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 under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition to the matters required by Section 12.04, that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and binding obligation of the Issuer and the Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto in accordance with its terms (subject to customary exceptions). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guarantee.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and the Collateral Agent will sign any amendment or supplement to this Indenture, the Notes, the Note Guarantees and, as applicable, in the case of the Collateral Agent, shall sign any amendment, supplement or waiver the Security Documents authorized pursuant to this Article VIII 9 if the amendment, amendment or supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable. The Issuer may not sign an amendment or supplement to this Indenture, the Trustee Notes, the Note Guarantees or the Security Documents until the Board of Directors of the Issuer approves it. In executing any amendment or supplement to this Indenture, the Notes, the Note Guarantees and, in the case of the Collateral Agent, as applicable, may, but need not, sign such amendment, supplement or waiver. The Issuer or the Guarantors may not sign an amendment, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an amendment, supplement or waiverSecurity Documents, the Trustee and, as applicable, and the Collateral Agent shall will be entitled to receive and, and (subject to Section 7.01, shall 7.01 hereof) will be fully protected in relying upon upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that (other than a) the execution of such amendment or supplement is authorized or permitted by this Indenture, the Notes, the Note Guarantees and the Security Documents, as applicable, and (b) that such amendment or supplement has been duly authorized, executed and delivered by, and is enforceable against, (i) in the case of an amendment or supplement for pursuant to Section 9.01 (other than a supplemental indenture in the purpose form of adding Exhibit F to this Indenture), the Issuer, (ii) in the case of a Guarantor under supplemental indenture in the form of Exhibit F to this Indenture Indenture, each of the Issuer and the Guarantors party thereto and (iii) in accordance with the case of an amendment or supplement pursuant to Section 8.01(5)) an Opinion of Counsel stating9.02, in addition to the matters required by Section 12.04, that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and binding obligation each of the Issuer and the Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto in each case, in accordance with its terms (terms, subject to then customary exceptions). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guarantee.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee andand/or the Collateral Agent, as applicable, the Collateral Agent, shall sign execute any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendmentNine; provided, supplement or waiver does not adversely affect the rightshowever, duties, liabilities or immunities of that the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or and/or the Collateral Agent, as applicable, may, but need notshall not be obligated to, sign execute any such amendment, supplement or waiverwaiver which adversely affects the rights, duties or immunities of the Trustee and/or the Collateral Agent, as applicable. The Issuer or Trustee and/or the Guarantors may not sign Collateral Agent, as applicable, shall be entitled to receive, and shall be fully protected in conclusively relying upon without liability and without any obligation , an Opinion of Counsel and an Officer’s Certificate each stating that the execution of any amendment, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein authorized pursuant to this Article Nine is authorized or permitted by this Indenture and/or the contrary, in signing an amendment, supplement or waiver, the Trustee andapplicable Security Document, as applicable, the Collateral Agent shall be entitled to receive andand all conditions precedent thereto have been complied with. Such Officer’s Certificate or Opinion of Counsel, subject to Section 7.01as applicable, shall be fully protected in relying upon an Officer’s Certificate and (other than in at the case expense of an the Company. The Trustee or Collateral Agent, as applicable, shall provide notice of the effectiveness of any amendment or supplement for or waiver to this Indenture, the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel statingSecurity Documents, in addition the Notes or Guarantees to the matters ABL Representative to the extent required by Section 12.04the Intercreditor Agreement, that but the execution failure to provide such notice shall not impair or affect the validity of such amendment, supplement or waiver is authorized or permitted by create any claim against the Trustee or Collateral Agent for such failure. Prior to executing any amendment, supplement or waiver to this Indenture Indenture, the Security Documents, the Notes or Guarantees and for so long as the Company’s obligations under the ABL Facility Agreement remain outstanding, the Trustee or Collateral Agent, as applicable, shall receive from the Company an Officer’s Certificate, and shall be fully protected in conclusively relying upon such Officer’s Certificate without liability, stating that such amendment, supplement or waiver is a legal, valid and binding obligation permitted under the terms of the Issuer and ABL Facility Agreement as in effect on the Guarantors party theretodate hereof, enforceable against unless the Issuer and ABL Representative has otherwise provided its written consent to the Guarantors party thereto in accordance with its terms (subject Trustee or Collateral Agent to customary exceptions). Guarantors maysuch amendment, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guaranteesupplement or waiver.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and, as applicable, and the Collateral Agent, Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of impose any personal obligations on the Trustee and, as applicable, or the Collateral Agent. If it does Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable. If it does, the Trustee or the Collateral Agent, as applicablethe case may be, may, but need not, sign such amendment, supplement or waiverit. The Issuer or the Guarantors Issuers may not sign an amendment, supplement or waiver until its Board of Directors approve approves it. Notwithstanding anything herein to the contrary, in signing an In executing any amendment, supplement or waiver, the Trustee and, as applicable, and the Collateral Agent shall be entitled provided with an indemnity and/or security satisfactory to receive and, it and to received and (subject to Section 7.01, 7.01 hereof) shall be fully protected in relying upon upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition to the matters required by Section 12.04, stating that the execution of such amendmentamended or supplemental indenture, supplement security document or waiver intercreditor agreement is authorized or permitted by this Indenture and that such amendment, supplement or waiver has been duly authorized, executed and delivered and is a the legal, valid and binding obligation of the Issuer Issuers and the any Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto them in accordance with its terms (terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Guarantors mayNotwithstanding the foregoing, but no Opinion of Counsel shall not be required tofor the Trustee and the Collateral Agent to execute any amendment or supplement, execute supplemental indentures that do not modify such Guarantor’s Note Guaranteesecurity document or intercreditor agreement adding a new Guarantor under this Indenture.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee andand the Collateral Agent, as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the 9 unless such amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect affects the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if as applicable, under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, maymay in its discretion, but need notshall not be obligated to, sign enter into such amendment, supplement or waiver. The Issuer or the Guarantors may not sign an amendment, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an In executing any amendment, supplement or waiver, the Trustee andand the Collateral Agent, as applicable, the Collateral Agent shall be entitled to receive and, and (subject to Section 7.01, ) 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 under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel statingupon, in addition to the matters documents required by Section 12.0413.03, an Officers’ Certificate and an Opinion of Counsel stating that all covenants and conditions precedent to such amendment, supplement or waiver have been complied with, that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a the legal, valid and binding obligation of the Issuer Company and the any Subsidiary Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto them in accordance with its terms (terms, subject to customary exceptions). Guarantors mayAfter an amendment, but supplement or waiver in accordance with this Article 9 becomes effective, the Company shall deliver to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not be required toimpair or affect the validity of the amendment, execute supplemental indentures that do not modify such Guarantor’s Note Guaranteesupplement or waiver.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and, as applicable, and/or the Collateral Agent, Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or and/or the Collateral Agent, as applicable. If it does, may, the Trustee and/or the Collateral Agent may but need not, sign such amendment, supplement or waivernot sign. The Issuer or the Guarantors Co-Issuer may not sign an amendment, supplement or waiver until its the Board of Directors approve of the Issuer or the Co-Issuer, as applicable, approves it. Notwithstanding anything herein to the contrary, in signing an In executing any amendment, supplement or waiver, the Trustee and, as applicable, and/or the Collateral Agent shall be entitled to receive andreceive, subject to Section 7.01, and shall be fully protected in relying upon conclusively upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition to the matters required by Section 12.04, stating that the execution of such amendment, supplement amended or waiver supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a the legal, valid and binding obligation of the Issuer Issuers and the any Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto them in accordance with its terms (terms, subject to customary exceptions), and complies with the provisions hereof. Guarantors mayNotwithstanding the foregoing, but shall not no Opinion of Counsel will be required to, for the Trustee to execute supplemental indentures that do not modify such Guarantor’s Note Guaranteeany amendment or supplement in the form of Exhibit D attached hereto adding a new Guarantor under this Indenture.

Trustee and Collateral Agent to Sign Amendments, etc. (a) The Trustee and, as applicable, or the Collateral Agent, as the case may be, shall sign any amendment, supplement or waiver to this Indenture, or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents, the Intercreditor Agreement or the Notes authorized pursuant to this Article VIII 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, if applicable, the Trustee or the Collateral Agent, as applicable, may, but need not, sign such amendment, supplement or waiverthe case may be. The Issuer or the Guarantors Issuers may not sign an amendment, supplement or waiver to this Indenture until its their respective Board of Directors approve approves it. Notwithstanding anything herein to the contrary, in signing an In executing any amendment, supplement or waiverwaiver to this Indenture, or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents, the Intercreditor Agreement or the Notes authorized pursuant to this Article 9, the Trustee and, as applicable, and the Collateral Agent shall be entitled to receive and, and (subject to Section 7.01, ) shall be fully protected in relying upon upon, in addition to the documents required by Section 15.02, an Officer’s Certificate and (other than in the case of an amendment or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition to the matters required by Section 12.04, stating that the execution of such amendment, supplement or waiver waiver, or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents, the Intercreditor Agreement or the Notes, is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a the legal, valid and binding obligation of the Issuer Issuers, Holdings, Intermediate Holdings and the any Note Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto them in accordance with its terms (terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.02). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guarantee.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee andIn executing, as applicableor accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, or any amendments or supplements to the Collateral Documents, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee Equal Priority Intercreditor Agreement or the Collateral Agent, if applicableFirst Lien/Second Lien Intercreditor Agreement, the Trustee and the Collateral Agent shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture or such amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, is authorized or permitted by this Indenture, and an Opinion of Counsel stating that it will be the legal, valid and binding upon the Company and each Guarantor in accordance with its terms, subject to customary exceptions. The Trustee and the Collateral Agent, as applicable, mayshall sign all supplemental indentures and amendments or supplements to the Collateral Documents, but need not, sign such amendment, supplement or waiver. The Issuer the Equal Priority Intercreditor Agreement or the Guarantors may not sign an amendmentFirst Lien/Second Lien Intercreditor Agreement, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an amendment, supplement or waiver, except that neither the Trustee and, as applicable, nor the Collateral Agent shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officer’s Certificate and (other than in the case of an amendment need not sign any supplemental indenture or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition any amendments or supplements to the matters required by Section 12.04Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and binding obligation of the Issuer and the Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto in accordance with adversely affects its terms (subject to customary exceptions). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guaranteerights.

Trustee and Collateral Agent to Sign Amendments, etc. The Trustee andIn executing, as applicableor accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, or any amendments or supplements to the Collateral Documents, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article VIII if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and, as applicable, the Collateral Agent. If it does adversely affect the rights, duties, liabilities or immunities of the Trustee First Lien Intercreditor Agreement or the Collateral Agent, if applicableFirst Lien/Second Lien Intercreditor Agreement, the Trustee and the Collateral Agent shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture or such amendment or supplement to the Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, is authorized or permitted by this Indenture, and an Opinion of Counsel stating that it will be the legal, valid and binding upon the Company in accordance with its terms, subject to customary exceptions. The Trustee and the Collateral Agent, as applicable, mayshall sign all supplemental indentures and amendments or supplements to the Collateral Documents, but need not, sign such amendment, supplement or waiver. The Issuer the First Lien Intercreditor Agreement or the Guarantors may not sign an amendmentFirst Lien/Second Lien Intercreditor Agreement, supplement or waiver until its Board of Directors approve it. Notwithstanding anything herein to the contrary, in signing an amendment, supplement or waiver, except that neither the Trustee and, as applicable, nor the Collateral Agent shall be entitled to receive and, subject to Section 7.01, shall be fully protected in relying upon an Officer’s Certificate and (other than in the case of an amendment need not sign any supplemental indenture or supplement for the purpose of adding a Guarantor under this Indenture in accordance with Section 8.01(5)) an Opinion of Counsel stating, in addition any amendments or supplements to the matters required by Section 12.04Collateral Documents, the First Lien Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is a legal, valid and binding obligation of the Issuer and the Guarantors party thereto, enforceable against the Issuer and the Guarantors party thereto in accordance with adversely affects its terms (subject to customary exceptions). Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s Note Guaranteerights.