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 as applicable, the Notes Collateral Agent, 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, and as applicable, the Notes Collateral Agent. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. Except as set forth below, in executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent shall receive, and shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture 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 (including Section 9.03 hereof). Neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee or the Notes Collateral Agent to execute any amendment, supplement or other document adding a new Guarantor, nor will an Officer’s Certificate be required for the Trustee or the Notes Collateral Agent to execute a supplemental indenture. In addition, an Opinion of Counsel will not be required for the Trustee or the Notes Collateral Agent to (i) execute any amendment, supplement or other document releasing a Guarantor under this Indenture or adding Collateral or releasing Collateral under this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement or (ii) enter into any Intercreditor Agreement or amendment, supplement, joinder or acknowledgment thereto.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee, Trustee and as applicable, the Notes Collateral Agent, as applicable, shall sign any amendment, supplement or waiver hereto or to any Security Document or any Intercreditor Agreement 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, and as applicable, Trustee or the Notes Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver hereto until the board Board of directors Directors of the Issuer approves it. Except as set forth below, in In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent shall receiveAgent, and as applicable, shall be fully protected in relying conclusively uponupon and, except as otherwise provided herein or in addition to the documents required by Section 13.04 hereofany Security Document, shall receive an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or other amendment or waiver is authorized or permitted by this Indenture Indenture, the Security Documents and the Intercreditor Agreements 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 such amendment, supplement or waiver complies with the provisions hereof (including Section 9.03 hereof)or thereof. Neither an Opinion Notwithstanding the foregoing, no Opinions of Counsel nor an Officer’s Certificate will be required for (x) the Trustee or the Notes Collateral Agent to execute any amendment, amendment or supplement or other document in the form of Exhibit D attached hereto adding a new Guarantor, nor will an Officer’s Certificate be required for the Trustee or the Notes Collateral Agent to execute a supplemental indenture. In addition, an Opinion of Counsel will not be required for the Trustee or the Notes Collateral Agent to (i) execute any amendment, supplement or other document releasing a Guarantor under this Indenture or adding Collateral or releasing Collateral under this Indenture, any supplement to the Notes Security Documents or the Equal Priority Intercreditor Agreement in connection with the same, (y) the Issuer or any Guarantor subjecting any assets after the Issue Date to Liens under the Security Documents (other than Material Owned Real Property) or (iiz) enter into the release of any Intercreditor Agreement Guarantor or amendment, supplement, joinder or acknowledgment theretoCollateral permitted by this Indenture.

Trustee and Notes Collateral Agent to Sign Amendments, etc. The Trustee, Trustee and as applicable, the Notes Collateral Agent, Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not impose any personal obligations on the Trustee or the Notes Collateral Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, and as applicable, Trustee or the Notes Collateral Agent. If it does, the Trustee or Notes Collateral Agent, as the case may be, may, but need not, sign it. The Issuer may not sign an amendment, supplement or waiver until the board its Board of directors of the Issuer Directors approves it. Except as set forth below, in In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent shall receive, be provided with an indemnity and/or security satisfactory to it and to received and (subject to Section 7.01 hereof) shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture indenture, security document or 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 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). Neither an Notwithstanding the foregoing, no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee or and the Notes Collateral Agent to execute any amendmentamendment or supplement, supplement security document or other document intercreditor agreement adding a new Guarantor, nor will an Officer’s Certificate be required for the Trustee or the Notes Collateral Agent to execute a supplemental indenture. In addition, an Opinion of Counsel will not be required for the Trustee or the Notes Collateral Agent to (i) execute any amendment, supplement or other document releasing a Guarantor under this Indenture or adding Collateral or releasing Collateral under this Indenture, the Notes Security Documents or the Equal Priority Intercreditor Agreement or (ii) enter into any Intercreditor Agreement or amendment, supplement, joinder or acknowledgment thereto.