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

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may be, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their terms. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may be, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their termsIndenture. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may beapplicable, shall execute sign any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that 9 if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee, as applicable. Except as set forth in the case last sentence of this Section 9.05, the Issuer may be, may, but shall not be obligated to, execute any such sign an amendment, supplement or waiver which affects until the Trustee’s Board of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee as applicable, shall be provided with and the Collateral Trustee shall each be entitled to receive, and, (subject to Section 7.01, 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel and an Officer’s Certificate, (except if this Indenture provides that no Opinion of Counsel is required) each stating that the execution of any amendmentsuch amendment or supplement, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment amendment, supplement or supplement waiver is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or Issuer and any surviving Person as applicableGuarantors party thereto, enforceable against them in accordance with their its terms, subject to customary exceptions, and complies with the provisions hereof. Such Notwithstanding the foregoing, no Opinion of Counsel or resolution shall be at required for the expense of Trustee or the Co-Issuers. Upon the execution of Collateral Trustee, as applicable, to execute any amended or supplemental indenture pursuant to and in accordance with this Article NineIndenture, the form of which is attached as Exhibit E hereto, adding a new Subsidiary Guarantor under this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TENIndenture.

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may be, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Officers’ Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their termsIndenture. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the and Collateral Trustee, as the case may be, Trustee (if applicable) shall execute sign any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or and the Collateral Trustee, as the case applicable. The Company may be, may, but shall not be obligated to, execute any such sign an amendment, supplement or waiver which affects until its Board of Directors approves it. In executing any amendment, supplement or waiver, the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee (if applicable) shall each be entitled to receive, and, receive and (subject to Section 7.01, 7.01 and Section 7.02 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof, an Officers’ Certificate and an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement such amended or waiver authorized pursuant to this Article Nine supplemental indenture is authorized or permitted by this Indenture and that such amendment amendment, supplement or supplement waiver is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or Company and any surviving Person as applicableSubsidiary Guarantors party thereto, enforceable against them in accordance with their its terms, subject to customary exceptions, and complies with the provisions hereof. Such Notwithstanding anything to the contrary herein, no Opinion of Counsel shall with respect to conditions precedent or as to whether the supplement is authorized or permitted will be at required for the expense of Trustee or the Co-Issuers. Upon the execution of Collateral Trustee to execute any amended amendment or supplemental indenture pursuant to and supplement entered into in accordance connection with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TENadding Subsidiary Guarantors.

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may be, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their termsIndenture. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN.

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may be, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their terms. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN.

Trustee and Collateral Trustee to Sign Amendments, etc. The Trustee or the Collateral Trustee, as the case may beapplicable, shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine; provided that the Trustee or the Collateral Trustee, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture. The Trustee and the Collateral Trustee shall each be entitled to receive, and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officer’s Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and the Security Documents and that such amendment or supplement is the legal, valid and binding obligation of the Co-Issuers, the Guarantors, or any surviving Person as applicable, enforceable against them in accordance with their terms. Such Opinion of Counsel shall be at the expense of the Co-Issuers. Upon the execution of any amended or supplemental indenture pursuant to and in accordance with this Article Nine, this Indenture shall be modified in accordance therewith, and such amended or supplemental Indenture indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE TEN