Common use of Trustee Protected Clause in Contracts

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 11.04 and 11.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company Issuer in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it doessuch amendment or supplemental indenture does adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject in addition to the documents required by Section 7.01 10.4 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.1, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 VIII if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Officer’s Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company and the Guarantors in accordance with its terms. The Neither the Company nor any Guarantor may not sign an amendment or supplemental indenture until the Board of Directors of the Company approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company Services and CCPR in accordance with its terms. The Company Services and CCPR may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or all supplemental indenture indentures and amendments authorized pursuant to this Article 9 if the amendment does not adversely affect the rights9, duties, liabilities or immunities of the Trustee. If it does, except that the Trustee mayneed not sign any --------- supplemental indenture that adversely affects its rights. The Trustee, but need notsubject to Sections 7.01 and 7.02, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andif requested, subject an ---------------------- indemnity satisfactory to Section 7.01 hereof, it in its sole reasonable discretion and shall be entitled to be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence stating that such amendment any amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such supplemental indenture and this Indenture, that it is not inconsistent herewithas so amended or supplemented, and that it will be constitute the valid and binding upon obligations of the Company Company, enforceable against it in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves ittheir respective terms (subject to customary and necessary exceptions) and all conditions precedent have been complied with.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.02 and 12.03 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company Makers in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or ----------------- supplemental indenture authorized pursuant to this Article 9 if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company and the Guarantors in accordance with its terms. The Neither the Company nor any Guarantor may not sign an amendment or supplemental indenture until the Board of Directors of the Company approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 Ten if the amendment does not adversely affect the ----------- rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof8.1, ----------- shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental supple- mental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the such amendment or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' ’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign execute any amendment amendment, waiver or supplemental indenture supplement authorized pursuant to this Article 9 if Article; PROVIDED, HOWEVER, that the amendment does Trustee may, but shall not adversely affect be obligated to execute any such amendment, waiver or supplement which affects the Trustee's own rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indentureunder this Indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officersofficers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment amendment, waiver or supplemental indenture supplement is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel pursuant to Sections 11.04 and 11.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company Parent in accordance with its terms. The Company Parent may not sign an amendment or supplemental indenture until the Board of Directors of the Parent approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment such amendment, waiver or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment amendment, waiver or supplemental indenture, indentures the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment amendment, waiver or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Officers Certificate and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment amendment, waiver or supplemental indenture authorized pursuant to this Article 9 if the amendment such amendment, waiver or supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment amendment, waiver or supplemental indenture, indentures the Trustee shall be entitled to receive andreceive, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment amendment, waiver or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company Holdings in accordance with its terms. The Company Holdings may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof7.01, shall be fully protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel pursuant to Sections 12.02 and 12.03 as conclusive evidence that such amendment or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.ARTICLE X [RESERVED] ARTICLE XI

Trustee Protected. The Trustee shall sign execute any amendment amendment, waiver or supplemental indenture authorized pursuant to this Article 9 if provided however that the amendment does Trustee may, but shall not adversely affect be obligated to execute any such amendment, waiver or supplement which affects the Trustee's own rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment or supplemental indentureunder this Indenture, the Trustee shall be entitled to receive and, subject to Section 7.01 hereof, and shall be fully protected in relying upon, an Officersofficers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment amendment, waiver or supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it.

Trustee Protected. The Trustee shall sign any amendment or all supplemental indenture indentures and amendments authorized pursuant to this Article 9 if the amendment does not adversely affect the rights9, duties, liabilities or immunities of the Trustee. If it does, except that the Trustee mayneed not sign any supplemental indenture that adversely affects its rights. The Trustee, but need notsubject to Sections 7.01 and 7.02, sign it. In signing such amendment or supplemental indenture, the Trustee shall be entitled to receive andif requested, subject an indemnity satisfactory to Section 7.01 hereof, it in its sole reasonable discretion and shall be entitled to be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel as conclusive evidence stating that such amendment any amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such supplemental indenture and this Indenture, that it is not inconsistent herewithas so amended or supplemented, and that it will be constitute the valid and binding upon obligations of the Company Company, enforceable against it in accordance with its terms. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves ittheir respective terms (subject to customary and necessary exceptions) and all conditions precedent have been complied with.