Common use of Trustee to Sign Amendments, etc Clause in Contracts

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Issuer each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer and the Company enforceable against them in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuerterms (subject to customary exceptions).

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its termsterms (subject to customary exceptions). Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Company. ARTICLE TEN INTENTIONALLY OMITTED ARTICLE ELEVEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9‎Article 10; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 ‎Article 10 is authorized or permitted by this Indenture and and, in the case of such opinion, that such amendment, supplement or waiver constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Officer’s Certificate and Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to and adopted in accordance with this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the Issuer.Trustee. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but -------- shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Company. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN SUBSIDIARY GUARANTEE

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIndenture.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to and adopted in accordance with this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute -------- ------- any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the Issuer.Trustee. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Section 13.04 and 13.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, in addition to the documents required by Section 11.4, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee or the Holders.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN SUBORDINATION OF SECURITIES

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ ' Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.”

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Company. ARTICLE TEN SUBORDINATION OF SECURITIES

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to and adopted in accordance with this Article 9; provided, PROVIDED that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations obligation of the Issuer enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuerterms (subject to customary exceptions).

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties duties, indemnities or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture Indenture, and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsall conditions precedent thereto have been compiled with. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture Indenture, all conditions precedent thereto have been compiled with and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Issuer each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer and the Company enforceable against them in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuerterms (subject to customary exceptions).

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 11.04 and 11.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN SUBORDINATION OF NOTES

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 910; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 10 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers and the Guarantors enforceable in accordance with its terms. Such Officer’s Certificate and Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. 125

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties duties, indemnities or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to any other documents required by Section 12.03, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the Trustee and shall be paid for by the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations obligation of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 911; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer's Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 11 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.” ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which adversely affects the Trustee’s own rights, duties or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIndenture.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; providedPROVIDED, HOWEVER, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee or the Holders.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN MISCELLANEOUS

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which adversely affects the Trustee’s own rights, duties or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.104

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the each Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN GUARANTEE

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations obligation of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.” ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the each Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN GUARANTEE

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 13.04 and 13.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to any other documents required by Section 11.04, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee and shall be paid for by the Company.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be -------- obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Issuer each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer and the Company enforceable against them in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuerterms (subject to customary exceptions).

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Casella enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Casella. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 910; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 10 is authorized or permitted by this Indenture and and, in the case of such opinion, that such amendment, supplement or waiver constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Officer’s Certificate and Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate from each Issuer each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion Opinions of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel (consistent with Sections 12.04 and 12.05 hereof) and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN [RESERVED] ARTICLE ELEVEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Casella enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Casella. ARTICLE TEN SUBORDINATION OF NOTES

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN GUARANTEE

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to and adopted in accordance with this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 13.04 and 13.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 98; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 8 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations obligation of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations obligation of the Issuer Issuers enforceable in accordance with its terms, subject to customary exceptions. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture, any Collateral Agreement or the Intercreditor Agreement. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee or the Holders.

Trustee to Sign Amendments, etc. The Trustee shall ------------------------------- execute any amendment, supplement or waiver authorized pursuant to this Article 911; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 11 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and and, subject to Section 7.01, shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate Certificate, each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the Issuer.Trustee. ARTICLE TEN SUBORDINATION

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receiveprovided with, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the each Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Issuers. ARTICLE TEN SUBORDINATION

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes constituted the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.Company. ARTICLE TEN SUBORDINATION OF NOTES

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Sections 11.04 and 11.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the Issuer.Trustee. ARTICLE TEN SUBORDINATION

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be -------- obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Sections 11.4 and 11.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each complying with Sections 13.4 and 13.5 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities of the Trustee under this IndentureIndenture or any Collateral Agreement. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee and shall be paid for by the Issuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee and shall be paid for by the Company.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which that affects the Trustee’s own rights, duties or immunities of the Trustee under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee and shall be paid for by the Company.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each complying with Sections 11.04 and 11.05 and stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company enforceable against them in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuerterms (subject to customary exceptions).

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Ten; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Ten is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Issuers and the Guarantors enforceable in accordance with its terms. Such Officer’s Certificate and Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIssuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Issuer each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerIndenture.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s 's own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receivereceive in addition to the documents required by Section 13.04, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties du- ties or immunities under this Indenture. The Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall be at the expense of the Issuer.. ARTICLE TEN GUARANTEE

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9Nine; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities of the Trustee under this IndentureIndenture or any Collateral Agreement. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ ' Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 Nine is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer enforceable in accordance with its termsIndenture. Such Opinion of Counsel and Officers’ Certificate shall not be at the an expense of the IssuerTrustee and shall be paid for by the Issuers.

Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article 9; provided, provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Officer’s Certificate of the Company each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture and constitutes the legal, valid and binding obligations of the Issuer Company and the Guarantors enforceable in accordance with its terms. Such Officer’s Certificate and Opinion of Counsel and Officers’ Certificate shall be at the expense of the IssuerCompany.