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

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent. In executing any amendment, supplement or waiver, the Trustee and Notes Collateral Agent, as applicable, shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereof, no Opinion of Counsel shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and the Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities liabilities, protections, indemnities, obligations or immunities of the Trustee or the Notes Collateral Agent, as applicable. The Issuers may not sign an amendment, supplement or waiver until the Board of each Issuer approve it. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent, as applicable, Agent shall be entitled to receive provided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended amendment, supplement or supplemental indenture or amendment or supplement to the other Note Documents waiver is authorized or permitted by this Indenture and the applicable Security Documents and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereofforegoing, no neither an Opinion of Counsel nor an Officer’s Certificate, nor a board resolution, shall be required for the Trustee and the Notes Collateral Agent to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this IndentureIndenture and any accompanying Security Documents or joinders to Security Documents.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and the Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent, as applicable, Agent shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 14.02 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereofforegoing, no Opinion of Counsel shall will be required for the Trustee and the Notes Collateral Agent to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent. In executing any amendment, supplement or waiver, the Trustee and Notes Collateral Agent, as applicable, shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement to the other Note Notes Documents is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereof, no Opinion of Counsel shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and the Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent. The Company may not sign an amendment, supplement or waiver until the Board of the Company approves it. In executing any amendment, supplement or waiverwaiver to any Notes Document, the Trustee and the Notes Collateral Agent, as applicable, Agent shall be entitled to receive and (subject to Section 7.01 hereof7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 hereof13.03, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment security documents or supplement to the other Note Documents intercreditor agreements is authorized or permitted by this Indenture Indenture, that all conditions precedent thereto have been complied with, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereofforegoing, no Opinion of Counsel shall be required for the Trustee and the Notes Collateral Agent to execute any amendment or supplement adding a new Guarantor under this IndentureIndenture if such amendment or supplement is made pursuant to Section 9.01.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and the Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent, as applicable. If it does, the Trustee or the Notes Collateral Agent, as applicable, may but need not sign it. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent, as applicable, shall be entitled to receive and Agent (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement to the other Note Notes Documents is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereof, no No Opinion of Counsel shall will be required by the immediately preceding sentence for the Trustee and the Notes Collateral Agent to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee and Notes Collateral Agent (if applicable) shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or and the Notes Collateral Agent, as applicable. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent, as Agent (if applicable, ) shall be entitled to receive and (subject to Section 7.01 and Section 7.02 hereof) shall be fully protected in relying upon, in addition to upon the documents required by Section 12.04 13.03 hereof; provided that, in connection with the Assumption, the Trustee shall also receive an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement opinion as to the other Note Documents is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the valid and binding obligation enforceability of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptionsEscrow Release Date Supplemental Indenture. Notwithstanding anything to the foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 9.01 hereofcontrary herein, no Opinion of Counsel shall with respect to conditions precedent or as to whether the supplement is authorized or permitted will be required for the Trustee or the Notes Collateral Agent to execute any amendment or supplement entered into solely in connection with adding a new Guarantor under this IndentureSubsidiary Guarantors in the form of Exhibit B hereof.