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

Trustee and Collateral Agent to Sign Amendments. The Trustee, and as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. If it does, the Trustee or the Collateral Agent, as applicable, may but need not sign it. In signing any amendment, supplement or waiver pursuant to this Article IX, the Trustee and the Collateral Agent shall be entitled to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, that all conditions precedent to such amendment required by this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, have been complied with and that such amendment, supplement or waiver is the legally valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee or Collateral Agent to execute any amendment or supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.

Trustee and Collateral Agent to Sign Amendments. The Trustee, Trustee and as applicable, the Collateral Agent, Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver amendment does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as if applicable. If it does, the Trustee or and the Collateral Agent, as applicable, Agent may but need not sign it. In signing any such amendment, supplement or waiver pursuant to this Article IX, each of the Trustee and the Collateral Agent shall be entitled to receivereceive indemnity satisfactory to it and shall be provided with, and (subject to Sections 7.1 and 7.2Section 7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate and Officers’ Certificate, (ii) an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, that all conditions precedent to such amendment required by this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, have been complied with Indenture and that such amendment, supplement or waiver is the legally legal, valid and binding obligation of the IssuerIssuer and any Guarantors, enforceable against the Issuer them in accordance with its terms, subject to customary exceptions. Notwithstanding , and complies with the foregoingprovisions hereof, no Opinion (iii) a copy of Counsel will be required for the Trustee resolution of the Board of Directors, certified by the Secretary or Collateral Agent to execute any amendment Assistant Secretary of the Issuer, authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a Guarantor waiver is executed pursuant to Section 10.2(b) hereof9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto.

Trustee and Collateral Agent to Sign Amendments. The Trustee, and as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver amendment does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. If it does, the Trustee or the Collateral Agent, as applicable, may but need not sign it. In signing any such amendment, supplement or waiver pursuant to this Article IX, the Trustee and or the Collateral Agent Agent, as applicable, shall be entitled to receivereceive indemnity satisfactory to it and shall be provided with, and (subject to Sections 7.1 and 7.2Section 7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate and (ii) an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, that all conditions precedent to such amendment required by this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, have been complied with Indenture and that such amendment, supplement or waiver is the legally valid and binding obligation of the Issuer, enforceable against the Issuer it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoingforegoing or anything in this Indenture to the contrary, no Opinion of Counsel will shall be required for the Trustee or the Collateral Agent to execute any amendment or supplement entered into supplemental indenture in connection with the form of Exhibit C adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.12.02 or adding or releasing Collateral. ARTICLE X [INTENTIONALLY OMITTED] ARTICLE XI [INTENTIONALLY OMITTED]

Trustee and Collateral Agent to Sign Amendments. The Trustee, Trustee and as applicable, the Collateral Agent, Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver amendment does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as if applicable. If it does, the Trustee or and the Collateral Agent, as applicable, Agent may but need not sign it. In signing any such amendment, supplement or waiver pursuant to this Article IX, each of the Trustee and the Collateral Agent shall be entitled to receivereceive indemnity satisfactory to it and shall be provided with, and (subject to Sections 7.1 and 7.2Section 7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate and Officers’ Certificate, (ii) an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, that all conditions precedent to such amendment required by this Indenture, the Security Documents or the Intercreditor Agreements, as applicable, have been complied with Indenture and that such amendment, supplement or waiver is the legally legal, valid and binding obligation of the IssuerIssuer and any Guarantors, enforceable against the Issuer them in accordance with its terms, subject to customary exceptions. Notwithstanding , and complies with the foregoingprovisions hereof, no Opinion (iii) a copy of Counsel will be required for the Trustee resolution of the Board of Directors, certified by the Secretary or Collateral Agent to execute any amendment Assistant Secretary of the Company and the Issuer, authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a Guarantor waiver is executed pursuant to Section 10.2(b) hereof9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto.

Trustee and Collateral Agent to Sign Amendments. The Upon receipt of an Officer’s Certificate and an Opinion of Counsel pursuant to Sections 13.02 and 13.03, the Trustee, the Collateral Agent and the Escrow Agent, as applicable, the Collateral Agent, shall will sign any amendment, amended or supplemental indenture or amendment or supplement to another Indenture Document or waiver the Escrow Agreement authorized pursuant to this Article IX 9 if the amendment, amendment or supplement or waiver does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, not adversely affect the rights, duties, liabilities or immunities of the Trustee or Trustee, the Collateral Agent and the Escrow Agent, as applicable. If it doesIn executing any amended or supplemental indenture or amendment or supplement to another Indenture Document or the Escrow Agreement, the Trustee or Trustee, the Collateral Agent and the Escrow Agent, as applicable, may but need not sign it. In signing any amendment, supplement or waiver pursuant to this Article IX, the Trustee and the Collateral Agent shall will be entitled to receivereceive and, and (subject to Sections 7.1 and 7.2) shall Section 7.01, will be fully protected in relying upon, in addition to the documents required by Section 13.02, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment, amended or supplemental indenture or amendment or supplement to another Indenture Document or waiver the Escrow Agreement is authorized or permitted by or complies with this Indenture, the Security Documents such other Indenture Document or the Intercreditor AgreementsEscrow Agreement, as applicable, and that all conditions precedent such supplemental indenture or amendment or supplement to such amendment required by this Indenture, the Security Documents another Indenture Document or the Intercreditor AgreementsEscrow Agreement, as applicable, have been complied with and that such amendment, supplement or waiver is the legally legal, valid and binding obligation of the IssuerIssuer and each Guarantor, enforceable against the Issuer and each Guarantor in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee or Collateral Agent to execute any amendment or supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a Guarantor pursuant to Section 10.2(b) hereof.

Trustee and Collateral Agent to Sign Amendments. The Trustee, and as applicable, the Collateral Agent, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not, in the sole determination of the Trustee, and as applicable, the Collateral Agent, adversely affect the rights, duties, liabilities or immunities of the Trustee or Trustee, and as applicable, the Collateral Agent, as applicable. If it does, the Trustee or the Collateral Agent, as applicable, may but need not sign it. In signing any amendment, supplement or waiver pursuant to this Article IX, the Trustee and the Collateral Agent shall be entitled to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by or complies with this Indenture, Indenture or the Security Documents or the Intercreditor AgreementsDocuments, as applicable, that all conditions precedent to such amendment required by this Indenture, Indenture or the Security Documents or the Intercreditor AgreementsDocuments, as applicable, have been complied with and that such amendment, supplement or waiver is the legally legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee or Collateral Agent to execute any amendment or supplement entered into in connection with adding a new Guarantor under this Indenture or releasing a release of a Guarantor pursuant to Section 10.2(b) hereof).