Common use of TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES Clause in Contracts

TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES. The Trustee and the Collateral Agent, as applicable, will execute and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that the Trustee and the Collateral Agent need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that the Trustee or the Collateral Agent, as applicable, concludes adversely affects its rights, duties, liabilities or immunities. In executing any amendment or supplemental indenture, the Trustee and the Collateral Agent, as applicable, will be entitled to receive, and (subject to Sections 11.01 and 11.02) will be fully protected in relying on, in addition to the documents required by Section 13.02, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is the legal, valid and obligation of the Company (and any Guarantor) and binding and enforceable against each in accordance with its terms.

TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES. The Trustee and the Collateral Agent, as Agent (if applicable, ) will execute and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that the Trustee and the Collateral Agent (if applicable) need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that adversely affects the Trustee or Trustee’s and the Collateral Agent, as ’s (if applicable, concludes adversely affects its ) rights, duties, liabilities or immunities. In executing any amendment or supplemental indenture, the Trustee and the Collateral Agent, as Agent (if applicable, ) will be entitled to receive, and (subject to Sections 11.01 10.01 and 11.0210.02) will be fully protected in relying on, in addition to the documents required by Section 13.02, an Officer’s Certificate and an Opinion of Counsel conforming to Section 11.03 and stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is the legalvalid, valid and obligation of the Company (and any Guarantor) and binding and enforceable against each the Company in accordance with its terms.

TRUSTEE TO EXECUTE SUPPLEMENTAL INDENTURES. The Trustee and the Collateral Agent, as applicable, will execute and deliver any amendment or supplemental indenture authorized pursuant to this Article 89; provided, however, that the Trustee and the Collateral Agent need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that the Trustee or the Collateral Agent, as applicable, concludes adversely affects its the Trustee’s rights, duties, liabilities or immunitiesimmunities (including, without limitation, in connection with the adoption of any Benchmark Replacement Adjustment or Benchmark Replacement Conforming Changes). In executing any amendment or supplemental indenture, the Trustee and the Collateral Agent, as applicable, will be entitled to receive, and (subject to Sections 11.01 12.01 and 11.0212.02) will be fully protected in relying on, in addition to the documents required by Section 13.0214.02, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is the legal, valid and obligation of the Company (and any Guarantor) and binding and enforceable against each in accordance with its terms.