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

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct or the Collateral Agent to sign (Agent, as applicable), shall sign any amendment or supplement to this Indenture, any amendmentCollateral Agreement, supplement the Notes or waiver the Note Guarantees authorized pursuant to this Article 9 10 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and or the Collateral Agent, as applicable. The Issuer Company and Guarantors may not sign an amendmentamendment or supplement to this Indenture, supplement any Collateral Agreement, the Notes or waiver the Note Guarantees until the board Board of directors Directors of the Issuer Company or the Guarantor, as applicable, approves it. In executing any amendmentamendment or supplement to this Indenture, supplement any Collateral Agreement, the Notes or waiverthe Note Guarantees, the Trustee and or the Collateral Agent Agent, as applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 8.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement to this Indenture, any Collateral Agreement, the Notes or the Note Guarantees is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board Board of directors Directors of the each Issuer approves approve it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon requestprovided with, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Each Issuer may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.Indenture if such supplement is in substantially the form of Exhibit D.

Trustee to Sign Amendments, etc. The Trustee and Agents shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableor Agents. The Issuer may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent Agents shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party theretothe Guarantor, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), execute any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rightsX; provided, dutieshowever, liabilities or immunities of that the Trustee and the Collateral Agentmay, as applicable. The Issuer may but shall not sign an be obligated to, execute any such amendment, supplement or waiver until which affects the board of directors of the Issuer approves itTrustee’s own rights, duties or immunities under this Indenture. In executing any amendment, supplement or waiver, the The Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Opinion of Counsel and an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended any amendment, supplement or supplemental indenture waiver authorized pursuant to this Article X is authorized or permitted by this Indenture Indenture, all conditions precedent thereto have been compiled with and that such amendment, supplement or waiver is the constitutes legal, valid and binding obligation obligations of the Issuer and any Guarantors party thereto, Issuers enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Such Opinion of Counsel nor an Officer’s Certificate will shall be at the expense of the Issuers. Notwithstanding anything in the foregoing to the contrary, none of the Paying Agent, Registrar, Transfer Agent or Authenticating Agent is required for the Trustee to execute any amendment amendment, supplement or waiver authorized pursuant to this Article X for such amendment, supplement adding a new Guarantor under this Indentureor waiver to be effective hereunder, except to the extent such amendment, supplement or waiver adversely affects the rights of any such Agent. Notice of any amendment, supplement or waiver shall be given to the Agents.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate nor board resolution will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor or other guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall signbe entitled to receive, and shall direct be fully protected in relying upon, an Officer's Certificate and an Opinion of Counsel stating that the Collateral Agent to sign (as applicable), execution of any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment IX is authorized or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicablepermitted by this Indenture. The Issuer may Trustee may, but shall not sign an be obligated to, execute any such amendment, supplement or waiver until which affects the board of directors of the Issuer approves itTrustee's own rights, duties or immunities under this Indenture or otherwise. In executing any amendment, supplement signing or waiverrefusing to sign such amendment or supplement, the Trustee and the Collateral Agent shall be entitled to receivereceive and, upon request, and (subject to Section 7.01 hereof) , shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s 's Certificate and an Opinion of Counsel stating as conclusive evidence that the execution of such amended amendment or supplemental indenture supplement is authorized or permitted by this Indenture Indenture, that it is not inconsistent herewith, and that such amendment, supplement or waiver is the legal, it will be valid and binding obligation of upon the Issuer and any Guarantors party thereto, enforceable against them Company in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither The Company shall not sign an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indentureuntil its Board of Directors approves thereof.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will shall be required (other than as required by Section 4.15 hereof) for the Trustee to execute any amendment or supplement a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves approve it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon requestprovided with, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.02 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee or the Security Agent, as the case may be, shall signexecute any amendment, supplement or waiver authorized pursuant and adopted in accordance with this Article Nine; provided that the Trustee or the Security Agent, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or Security Agent’s, as the case may be, own rights, duties or immunities under this Indenture. The Trustee and the Security Agent shall receive, if requested, an indemnity and/or security (including by way of pre-funding) satisfactory to it and to receive, and shall direct be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the Collateral Agent to sign (as applicable), execution of any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture Nine is authorized or permitted by this Indenture and that such amendmentamendment has been duly authorized, supplement or waiver executed and delivered and is the legal, legally valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its termsterms (for the avoidance of doubt, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an such Opinion of Counsel nor is not required with respect to any Guarantor). Such Opinion of Counsel shall be an Officer’s Certificate will be required for expense of the Trustee to execute any amendment or supplement adding a new Guarantor under this IndentureIssuer.

Trustee to Sign Amendments, etc. The Trustee and each Agent shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral or such Agent, as applicable. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral each Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee or any Agent to execute any amendment or supplement supplemental indenture adding a new New Guarantor under this Indenturepursuant to Section 4.20.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an unless such amendment, supplement or waiver affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver. The Company may not deliver a signed amendment, supplement or waiver effecting a change pursuant to Section 9.02 until the board its Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof11.04, an Officer’s Certificate and an Opinion of Counsel (which may contain customary qualifications) stating that the execution of such amended or supplemental indenture is authorized complies with the provisions hereof (including Section 9.03) and such amended or permitted by this Indenture and that such amendment, supplement or waiver supplemental indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party theretoCompany, enforceable against them it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement executed solely for the purpose of adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a board resolution, shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 11.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itsuch party. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 14.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Company may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer Company approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver to this Indenture, or any amendment or supplement to the Holdings Guarantee, the Note Guarantees or the Notes authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver to this Indenture until the board their respective Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiverwaiver to this Indenture, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof14.02, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers, Holdings and any Note Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by hereof (including Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture9.02).

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee and the Collateral Agent, as applicable. The Issuer may but need not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture Indenture, that all conditions precedent thereto have been met or waived, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an No Opinion of Counsel nor an Officer’s Certificate will be required by the immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a board resolution, shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board its Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereofno resolution of the Board of Directors, neither an Officer’s Certificate or Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee or the Security Agent, as the case may be, shall signexecute any amendment, supplement or waiver authorized pursuant and adopted in accordance with this ‎‎Article Nine; provided that the Trustee or the Security Agent, as the case may be, may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s or Security Agent’s, as the case may be, own rights, duties or immunities under this Indenture. The Trustee and the Security Agent shall receive, if requested, an indemnity and/or security (including by way of pre-funding) satisfactory to it and to receive, and shall direct be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the Collateral Agent to sign (as applicable), execution of any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture ‎‎Article Nine is authorized or permitted by this Indenture and that such amendmentamendment has been duly authorized, supplement or waiver executed and delivered and is the legal, legally valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its termsterms (for the avoidance of doubt, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an such Opinion of Counsel nor is not required with respect to any Guarantor). Such Opinion of Counsel shall be an Officer’s Certificate will be required for expense of the Trustee to execute any amendment or supplement adding a new Guarantor under this IndentureIssuer.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), execute any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rightsTen; provided, dutieshowever, liabilities or immunities of that the Trustee and the Collateral Agentmay, as applicable. The Issuer may but shall not sign an be obligated to, execute any such amendment, supplement or waiver until which affects the board of directors of the Issuer approves itTrustee’s own rights, duties or immunities under this Indenture. In executing any amendment, supplement or waiver, the The Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Opinion of Counsel and an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended any amendment, supplement or supplemental indenture waiver authorized pursuant to this Article Ten is authorized or permitted by this Indenture Indenture, all conditions precedent thereto have been compiled with and that such amendment, supplement or waiver is the constitutes legal, valid and binding obligation obligations of the Issuer and any Guarantors party thereto, Issuers enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Such Opinion of Counsel nor an Officer’s Certificate will shall be at the expense of the Issuers. Notwithstanding anything in the foregoing to the contrary, none of the Paying Agent, Registrar, Transfer Agent or Authenticating Agent is required for the Trustee to execute any amendment amendment, supplement or waiver authorized pursuant to this Article Ten for such amendment, supplement adding a new Guarantor under this Indentureor waiver to be effective hereunder, except to the extent such amendment, supplement or waiver adversely effects the rights of any such Agent.

Trustee to Sign Amendments, etc. The Trustee shall signsign any amended or supplemental Indenture, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement Note or waiver Note Guarantee authorized pursuant to this Article 9 ARTICLE 12 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee Trustee. The Company and the Collateral Agent, as applicable. The Issuer Guarantor may not sign an amendment, supplement amendment or waiver supplemental Indenture until the board Board of directors of Directors or the Issuer Guarantor, as applicable, approves it. In executing any amendment, supplement amended or waiversupplemental indenture, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (with respect to the Trustee, subject to Section 7.01 8.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 17.06 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture Indenture, Note or Note Guarantee , as applicable, is authorized or permitted by this Indenture and that such amendmentamended or supplemental Indenture, supplement Note or waiver Note Guarantee, as applicable, is the legal, valid and binding obligation of the Issuer Company (and any Guarantors party thereto, the Guarantor) enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture, the Note or the Note Guarantee, as applicable.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board its Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereofno resolution of the Board of Directors, neither an Officer’s Certificate or Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board Board of directors Directors of the each Issuer approves approve it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer their respective Boards approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Officers’ Certificate of either of the Issuers and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Officers’ Certificate will of either of the Issuers shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Second Lien Collateral Agent to shall sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Second Lien Collateral Agent, as applicable. The Issuer Company may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Second Lien Collateral Agent Agent, as applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof13.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment, supplement or waiver of any security document or intercreditor agreement is authorized or permitted by this Indenture and and, in the case of such opinion, that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required in connection with the execution and delivery of any Supplemental Indenture substantially in the form of Exhibit D solely for the Trustee to execute any amendment or supplement purpose of adding a new Guarantor under this IndentureGuarantors.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.. 105

Trustee to Sign Amendments, etc. The Each of the Trustee shall sign, and shall direct the Collateral Agent to shall sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itsuch party. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 14.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee and the Collateral Agent to execute any amendment or supplement adding a new Guarantor under this Indenture.. 140

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement solely adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee and Collateral Agent, if applicable, shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities liabilities, benefits, privileges, protections, indemnities or immunities of the Trustee and the or Collateral Agent, as if applicable. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent Agent, if applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct and/or the Collateral Agent to sign (Agent, as applicable), as the case may be, shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and and/or the Collateral Agent, as applicable. The Issuer If it does, the Trustee and/or the Collateral Agent, as applicable, may but need not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and and/or the Collateral Agent shall be entitled to receiveAgent, upon request, and as applicable (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 13.02 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or other amendment, supplement or waiver is authorized or 101 permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an No Opinion of Counsel nor an Officer’s Certificate will be required by the immediately preceding sentence for the Trustee and/or the Collateral Agent, as applicable, to execute any amendment or supplement substantially in the form of Exhibit D adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Second Lien Collateral Agent to shall sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Second Lien Collateral Agent, as applicable. The Issuer Company may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Second Lien Collateral Agent Agent, as applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof13.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment, supplement or waiver of any security document or intercreditor agreement is authorized or permitted 103 by this Indenture and and, in the case of such opinion, that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required in connection with the execution and delivery of any Supplemental Indenture substantially in the form of Exhibit D solely for the Trustee to execute any amendment or supplement purpose of adding a new Guarantor under this IndentureGuarantors.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities liabilities, privileges, protections, indemnities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon requestreceive indemnity satisfactory to it and shall be provided with, and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof12.03, (i) an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or all conditions precedent are satisfied with respect to any amendment, supplemental indenture or waiver, that such amendment, supplemental indenture or waiver is authorized or permitted by this Indenture and that such amendment, supplement supplemental indenture or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors each Guarantor party thereto, enforceable against each of them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding , (ii) a copy of the foregoingresolution of the Board of Directors, except as required certified by the Secretary or Assistant Secretary of the Company, authorizing the execution of such amendment, supplement or waiver and (iii) if such amendment, supplement or waiver is executed pursuant to Section 4.15 hereof9.02, neither an Opinion of Counsel nor an Officer’s Certificate will be required for evidence provided to the Trustee of the consent of the Holders required to execute any amendment or supplement adding a new Guarantor under this Indentureconsent thereto.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer Wise Intermediate Holdings approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof, upon an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. It shall not be necessary for the consent of the Holders of Notes under this Article 9 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Notes Collateral Agent to shall sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the or Notes Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent Agent, as applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement amended or waiver supplemental indenture authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Trustee. None of the Collateral Agent, as applicable. The Issuer Company nor any of the Guarantors may not sign an amendmentamendment or supplemental Indenture until the Board or, supplement or waiver until in the case of the Guarantors, the board of directors of the Issuer thereof approves itsuch amendment or supplemental indenture. In executing any amendment, supplement amended or waiversupplemental indenture, the Trustee and the Collateral Agent shall be entitled to receive, upon requestin addition to the documents required by Sections 12.4 and 12.5 hereof, and (and, subject to Section 7.01 hereof) 7.1, shall be fully protected in relying upon, in addition to an Officers' Certificate of the documents required by Section 13.03 hereof, an Officer’s Certificate Company and an Opinion of Counsel stating that (i) the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendmentIndenture, supplement or waiver is the legal, valid and binding obligation (ii) no Event of Default shall occur as a result of the Issuer execution of such Officers' Certificate of the Company or the delivery of such Opinion of Counsel and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and (iii) the amended or supplemental indenture complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion terms of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee and the Collateral Agent, as applicable. The Issuer may but need not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture Indenture, that all conditions precedent thereto have been met or waived, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an No Opinion of Counsel nor an Officer’s Certificate will be required by the immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.. 119

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will a resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto for the purpose solely of adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee and Notes Collateral Agent, if applicable, shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the or Notes Collateral Agent, as if applicable. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Notes Collateral Agent Agent, if applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.02 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will not be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer or the Co-Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer or the CoIssuer, as applicable, approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will or resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.. A

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 ‎9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Trustee. Except as set forth in the Collateral Agentlast sentence of this ‎Section 9.05, as applicable. The the Issuer may not sign an amendment, supplement or waiver until the board of directors Board of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section ‎Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 ‎Section 12.02 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will or resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Second Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Second Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment such amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities liabilities, indemnities, or immunities of the Trustee and Trustee. In executing, or accepting the Collateral Agentadditional trusts created by, as applicable. The Issuer may not sign an amendment, supplement any supplemental indenture permitted by this Article or waiver until the board of directors modifications thereby of the Issuer approves it. In executing any amendment, supplement or waivertrusts created by this Indenture, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture Indenture, and an Opinion of Counsel each stating that such amendment, supplement or waiver is it will be the legal, valid and binding obligation of upon the Issuer Company and any Guarantors party thereto, enforceable against them it, and, in the case of any guarantor, such guarantor, in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoingThe Trustee shall sign all supplemental indentures, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for that the Trustee to execute need not sign any amendment supplemental indenture that affects its rights, duties, privileges, indemnities, or supplement adding a new Guarantor under this Indentureimmunities.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board its Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board Board of directors Directors of the each Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee Trustee. The Issuers and the Collateral Agent, as applicable. The Issuer Guarantors may not sign an amendment, supplement or waiver until the board their respective Board of directors of the Issuer approves Directors approve it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is constitutes the legal, valid and binding enforceable obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofIssuers. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Officers’ Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required referred to in by Section 13.03 7.02 hereof, an Officer’s 's Certificate and an Opinion of Counsel stating that (i) the execution of such amended or supplemental indenture is authorized or permitted by this Indenture including, Section 9.01(g)(i) and (ii) and Section 9.01(j) and (ii) that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 15.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.. 74

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer Company approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board boards of directors of the Issuer Issuers approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a board resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Company may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves itsuch amendment, supplement or waiver. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Seventh Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Seventh Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), execute any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rightsX; provided, dutieshowever, liabilities or immunities of that the Trustee and the Collateral Agentmay, as applicable. The Issuer may but shall not sign an be obligated to, execute any such amendment, supplement or waiver until which affects the board of directors of the Issuer approves itTrustee’s own rights, duties or immunities under this Indenture. In executing any amendment, supplement or waiver, the The Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof, an Opinion of Counsel and an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended any amendment, supplement or supplemental indenture waiver authorized pursuant to this Article X is authorized or permitted by this Indenture Indenture, all conditions precedent thereto have been compiled with and that such amendment, supplement or waiver is the constitutes legal, valid and binding obligation obligations of the Issuer and any Guarantors party thereto, Issuers enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Such Opinion of Counsel nor an Officer’s Certificate will shall be at the expense of the Issuers. Notwithstanding anything in the foregoing to the contrary, none of the Paying Agent, Registrar, Transfer Agent or Authenticating Agent is required for the Trustee to execute any amendment amendment, supplement or waiver authorized pursuant to this Article X for such amendment, supplement adding a new Guarantor under this Indentureor waiver to be effective hereunder, except to the extent such amendment, supplement or waiver adversely affects the rights of any such Agent. Notice of any amendment, supplement or waiver shall be given to the Agents by the Issuers.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer or the Co-Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer or the Co-Issuer, as applicable, approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in Table of Contents relying conclusively upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D attached hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall signEach of the Trustee, and shall direct the Collateral Agent to and the Principal Paying Agent shall sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itsuch party. In executing any amendment, supplement or waiver, the Trustee Trustee, the Collateral Agent and the Collateral Principal Paying Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 14.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer or the Co-Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer or the Co-Issuer, as applicable, approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will or resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The No Issuer may not sign an amendment, supplement or waiver until the board its Board of directors of the Issuer Directors approves itsuch amendment, supplement or waiver. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Trustee. Except as set forth in the Collateral Agentlast sentence of this Section 9.05, as applicable. The the Issuer may not sign an amendment, supplement or waiver until the board of directors Board of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will or resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit E hereto, adding a new Subsidiary Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Eighth Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Eighth Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Twenty-Fifth Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Twenty-Fifth Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Company may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Company and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.04 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), execute any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of Nine; provided that the Trustee and the Collateral Agentmay, as applicable. The Issuer may but shall not sign an be obligated to, execute any such amendment, supplement or waiver until which affects the board of directors of the Issuer approves itTrustee's own rights, duties or immunities under this Indenture. In executing any amendment, supplement or waiver, the The Trustee and the Collateral Agent shall be entitled to receive, upon requestand, and (subject to Section 7.01 hereof) 7.01, shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel and an Officers' Certificate, each stating that the execution of such amended any amendment, supplement or supplemental indenture waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and that such amendment, supplement or waiver is Indenture. Such Opinion of Counsel shall be at the legal, valid and binding obligation expense of the Issuer Company. Upon the execution of any amended or supplemental indenture pursuant to and any Guarantors party thereto, enforceable against them in accordance with its termsthis Article Nine, subject to customary exceptionsthis Indenture shall be modified in accordance therewith, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion such amended or supplemental Indenture shall form a part of Counsel nor an Officer’s Certificate will this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenturebound thereby.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Trustee. Except as set forth in the Collateral Agentlast sentence of this Section 9.05, as applicable. The the Issuer may not sign an amendment, supplement or waiver until the board of directors Board of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will or resolution shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof12.03, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, 125 supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement substantially in the form of Exhibit D hereto adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Upon request of the Issuer, and if applicable upon the filing with the Trustee of evidence of the consent of holders of Notes, the Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof12.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its termsIndenture, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither hereof and an Opinion of Counsel nor an Officer’s Certificate will be required for stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, subject to customary exceptions. The Trustee to may, but is not obligated to, execute any amendment amendment, supplement or supplement adding a new Guarantor waiver that affects the Trustee’s own rights, duties or immunities under this the Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors Directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will Certificate, nor a resolution, shall be required for the Trustee to execute any amendment or supplement supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee and the Collateral Agent, as applicable. The Issuer may but need not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment, supplement or supplemental indenture waiver is authorized or permitted by this Indenture Indenture, that all conditions precedent thereto have been met or waived, and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an No Opinion of Counsel nor an Officer’s Certificate will be required by the immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.. 128

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the its board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.. ARTICLE X RESERVED ARTICLE XI RESERVED

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct or the Collateral Agent to sign (Agent, as applicable), shall sign any amendment or supplement to this Indenture, any amendmentCollateral Agreement, supplement the Notes or waiver the Note Guarantees authorized pursuant to this Article 9 10 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and or the Collateral Agent, as applicable. The Issuer Company and Guarantors may not sign an amendmentamendment or supplement to this Indenture, supplement any Collateral Agreement, the Notes or waiver the Note Guarantees until the board Board of directors Directors of the Issuer Company or the Guarantor, as applicable, approves it. In executing any amendmentamendment or supplement to this Indenture, supplement any Collateral Agreement, the Notes or waiverthe Note Guarantees, the Trustee and or the Collateral Agent Agent, as applicable, shall be entitled to receive, upon request, receive and (subject to Section 7.01 8.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended amendment or supplemental indenture supplement to this Indenture, any Collateral Agreement, the Notes or the Note Guarantees is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofIndenture. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.104

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board each Issuer’s Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer Issuers may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves their Boards approve it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 hereof13.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new the Effective Date Issuers Supplemental Indentures and the Effective Date Guarantor under this IndentureSupplemental Indentures.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Fourth Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Fourth Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Ninth Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Ninth Supplemental Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereofhereof (including Section 9.03). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment amendment, supplement or supplement waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or 162 waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves itTrustee. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by foregoing and upon satisfaction of the requirements set forth in the last sentence of Section 4.15 9.01 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee and Collateral Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 8 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent Trustee shall be entitled to receive, upon request, receive and (subject to Section 7.01 6.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.02 hereof, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an no Opinion of Counsel nor an Officer’s Certificate will shall be required for the Trustee and Collateral Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicableTrustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors of the Issuer approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receiveprovided with, upon request, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof). Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will shall be required (other than as required by Section 4.15 hereof) for the Trustee to execute any amendment or supplement a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, adding a new Guarantor under this Indenture.. 108

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to Trustee shall sign (as applicable), any amendment, supplement amended or waiver supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and or the Collateral Agent, as applicableTrustee. The Issuer Collateral Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article and any amendment to the Security Documents pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Collateral Trustee. Except in the case of a supplemental Indenture required to be delivered pursuant to Section 4.17 hereof, the Company may not sign an amendment, supplement amendment or waiver supplemental Indenture until the board Board of directors of the Issuer Directors approves it. In executing any amendment, supplement amended or waiversupplemental indenture, the Trustee and the Collateral Agent Trustee shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.03 12.04 hereof, an Officer’s Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture Indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Trustee to Sign Amendments, etc. The Trustee shall sign, and shall direct the Collateral Agent to sign (as applicable), any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as applicable. The Issuer may not sign an unless such amendment, supplement or waiver affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver. The Company may not deliver a signed amendment, supplement or waiver effecting a change pursuant to Section 9.02 until the board its Board of directors of the Issuer Directors approves it. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall be entitled to receive, upon request, receive and (subject to Section 7.01 hereof7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof11.04, an Officer’s Certificate and an Opinion of Counsel (which may contain customary qualifications) stating that the execution of such amended or supplemental indenture is authorized complies with the provisions hereof and such amended or permitted by this Indenture and that such amendment, supplement or waiver supplemental indenture is the legal, valid and binding obligation of the Issuer and any Guarantors party theretoCompany, enforceable against them it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof. Notwithstanding the foregoing, except as required by Section 4.15 hereof, neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.