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

Trustee and Notes Collateral Agent to Sign Amendments. The Trustee and Notes Collateral Agent, as applicable, shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent, as applicable, in which case the Trustee or Notes Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. In executing any amended or supplemental indenture, the Trustee or Notes Collateral Agent, as applicable, will be entitled to receive and (subject to Sections 7.01 and 7.02 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.02 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 is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the Supplemental Indenture to be delivered pursuant to Section 10.01(b).

Trustee and Notes Collateral Agent to Sign Amendments. The Trustee and Notes Collateral Agent, as applicable, shall sign any amended amendment, supplement or supplemental indenture waiver authorized or permitted pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent, as applicable. If it does, in which case the Trustee or and Notes Collateral Agent, as applicable, may in its discretion, but will need not be obligated to, enter into such amended or supplemental indenturesign it. In executing any amended or supplemental indenturesigning such amendment, the Trustee or and Notes Collateral Agent, as applicable, will shall receive indemnity satisfactory to it and shall be entitled to receive provided with, and (subject to Sections 7.01 and 7.02 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.02 hereof, (i) an Officer’s Certificate and stating that such amendment, supplement or waiver is authorized or permitted by this Indenture, (ii) an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture Indenture, and (iii) if such amendment, supplement or waiver is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the Supplemental Indenture to be delivered executed pursuant to Section 10.01(b)9.02, evidence reasonably satisfactory to the Trustee and Notes Collateral Agent, as applicable, of the consent of the holders required to consent thereto.

Trustee and Notes Collateral Agent to Sign Amendments. The Trustee and and, as applicable, the Notes Collateral Agent, as applicable, shall sign any amended or supplemental indenture indenture, security documents or intercreditor agreements authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agentand, as applicable, in which case the Trustee or Notes Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. In executing any amended or supplemental indenture, the Trustee or Notes Collateral Agent, as applicable, will be entitled to receive and (subject to Sections 7.01 7.1 and 7.02 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.02 13.4 hereof, an Officer’s Certificate and an Opinion of Counsel to the effect that stating that the execution of such amended or supplemental indenture or security documents or intercreditor agreements is authorized or permitted by this Indenture Indenture, or the Security Documents, as applicable, and is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, Company in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the any Supplemental Indenture to be delivered pursuant to Section 10.01(b).add Guarantors in the form attached hereto as Exhibit B.