Common use of Trustee to Sign Amendments Clause in Contracts

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment to this Indenture, the Collateral Agency Agreement or the Security Documents or grant any consent authorized pursuant to this Article 9 if the amendment or consent does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign itit or grant such consent. In signing such amendment or granting such consent the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, an Officer’s 's Certificate and an Opinion of Counsel (including, if the Trustee so chooses, an Opinion of Counsel of the Company or the Issuer) stating that such (i) amendment complies with or consent is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment or consent have been satisfied; (ii) each of the Issuer and the Company, as applicable, has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) this Indenture, (b) the constitutive documents of the Issuer or the Company (c) any law or regulation applicable to the Issuer or the Company (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Issuer or Company or (e) any material agreement or instrument to which the Issuer or the Company is subject; (iv) such amendment has been duly and validly executed and delivered by each the Issuer and is the legally Company (where applicable) and this Indenture together with any such amendment of the Security Documents constitutes a legal, valid and binding obligation of each of the Issuer and the Guarantors (if any) Company, as applicable, enforceable against them it in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For this Indenture together with such amendment complies with the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them it in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(sguarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor guarantor under its Note GuaranteeGuarantee of the Notes) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 X if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)8.01) shall be fully protected in relying upon, an Officer’s Officers’ Certificate and an Opinion of Counsel stating that (i) such amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Corporation has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) the Indenture, (b) the Certificate of Incorporation or By-Laws of the Corporation, (c) any law or regulation applicable to the Corporation, (d) any material order, writ, injunction or decree of any court or governmental instrumentality having jurisdiction over the Corporation or (e) any material agreement or instrument to which the Corporation is subject; (iv) such amendment has been duly and validly executed and delivered by the Corporation, and is the legally Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Corporation enforceable against them the Corporation in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors’ rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which Indenture together with such amendment complies with the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and 139 similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.02(n) hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them it in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b)) hereof, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(sguarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor guarantor under its Note GuaranteeGuarantee of the Notes) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, an Officer’s Officers' Certificate and an Opinion of Counsel stating that such (i) amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) the Indenture, (b) the Certificate of Incorporation or By-Laws of the Company, (c) any law or regulation applicable to the Company, (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or (e) any material agreement or instrument to which the Company is subject; (iv) such amendment has been duly and validly executed and delivered by the Company, and is the legally Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Company enforceable against them the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which Indenture together with such amendment complies with the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment amendment, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receiveshall be provided with, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate and Certificate, (ii) an Opinion of Counsel stating that such amendment complies with amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment has been duly authorizedamendment, executed and delivered and supplement or waiver is the legally legal, valid and binding obligation of the Issuer and the Guarantors (if any) any Subsidiary Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors, certified by the Secretary or Assistant Secretary of the Issuer, authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto. Notwithstanding the foregoing and Section 12.02(b)or anything in this Indenture to the contrary, no in connection with signing any supplemental indenture adding a new Subsidiary Guarantor under this Indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureSection 13.04; provided that such Opinion of Counsel shall not be required to include the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, content described in clause (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureSection 9.05.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 8 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing sign ing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)6.01) shall be fully protected in relying upon, an Officer’s Officers' Certificate and an Opinion of Counsel stating that such (i) amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) the Indenture, (b) the Certificate of Incorporation or By-Laws of the Company, (c) any law or regulation applicable to the Company, (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or (e) any material agreement or instrument to which the Company is subject; (iv) such amendment has been duly and validly executed and delivered by the Company, and is the legally Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Company enforceable against them the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which Indenture together with such amendment complies with the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed 143 supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.02(n) hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors Issuers (if any) enforceable against them it in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b)) hereof, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(sguarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor guarantor under its Note GuaranteeGuarantee of the Notes) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.02(n) hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them it in accordance with its terms, subject to customary exceptions. 121 Notwithstanding the foregoing and Section 12.02(b)) hereof, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(sguarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor guarantor under its Note GuaranteeGuarantee of the Notes) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, an Officer’s Officers' Certificate and an Opinion of Counsel stating that such (i) amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) the Indenture, (b) the Certificate of Incorporation or By-Laws of the Company, (c) any law or regulation applicable to the Company, (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or (e) any material agreement or instrument to which the Company is subject; (iv) such amendment has been duly and validly executed and delivered by the Company, and is the legally Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Company enforceable against them the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which Indenture together with such amendment complies with the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the 147 inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. 140 Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o7.02(m)) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment complies with this Indenture and that such amendment has been duly authorized, executed and delivered and is the legally valid and binding obligation of the Issuer and the Guarantors (if any) enforceable against them in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, an Officer’s Officers' Certificate and an Opinion of Counsel stating that such (i) amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) this Indenture, (b) the Certificate of Incorporation or By-laws of the Company, (c) any law or regulation applicable to the Company, (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or (e) any material agreement or instrument to which the Company is subject; (iv) such amendment has been duly and validly executed and delivered by the Company, and is the legally this Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Company enforceable against them the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For this Indenture together with such amendment complies with the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 IX if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing sign ing such amendment the Trustee shall be entitled to receive an indemnity and/or security reasonably satisfactory to it and to receive, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, an Officer’s Officers' Certificate and an Opinion of Counsel stating that such (i) amendment complies with is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied; (ii) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorizedauthorized by all necessary corporate action; (iii) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (a) this Indenture, (b) the Certificate of Incorporation or By-Laws of the Company, (c) any law or regulation applicable to the Company, (d) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or (e) any material agreement or instrument to which the Company is subject; (iv) such amendment has been duly and validly executed and delivered by the Company, and is the legally this Indenture together with such amendment constitutes a legal, valid and binding obligation of the Issuer and the Guarantors (if any) Company enforceable against them the Company in accordance with its terms, subject to customary exceptions. Notwithstanding the foregoing and Section 12.02(b), no Opinion of Counsel will except as such enforceability may be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation limited by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and insolvency or similar laws affecting the enforcement of creditors' rights and remedies of creditors generally and general equitable principles; and (Bv) general principles of equity. For this Indenture together with such amendment complies with the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureTIA.

Trustee to Sign Amendments. The Trustee shall sign any amendment amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment amendment, supplement or waiver, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receiveshall be provided with, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate and Certificate, (ii) an Opinion of Counsel stating that such amendment complies with amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment has been duly authorizedamendment, executed and delivered and supplement or waiver is the legally legal, valid and binding obligation of the Issuer and the Guarantors (if any) any Subsidiary Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors, certified by the Secretary or Assistant Secretary of the Issuer, authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto. Notwithstanding the foregoing and Section 12.02(b)or anything in this Indenture to the contrary, no in connection with signing any supplemental indenture adding a new Subsidiary Guarantor under this Indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureSection 13.04; provided that such Opinion of Counsel shall not be required to include the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, content described in clause (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this IndentureSection 9.05.

Trustee to Sign Amendments. The Trustee shall sign any amendment amendment, supplement or waiver authorized pursuant to this Article 9 IX if the amendment does not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this IndentureTrustee. If it does, the Trustee may, may but need not, not sign it. In signing such amendment amendment, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receiveshall be provided with, and (subject to Section 7.01 and Section 7.02(o)7.01) shall be fully protected in relying upon, (i) an Officer’s Certificate stating that such amendment, supplement or waiver is permitted by this Indenture and that any conditions precedent provided for in this Indenture have been satisfied, (ii) an Opinion of Counsel stating that such amendment complies with amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment has been duly authorizedamendment, executed and delivered and supplement or waiver is the legally legal, valid and binding obligation of the Issuer and the Guarantors (if any) Issuers, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof, (iii) a copy of the resolution of the Board of Directors of the Issuers, certified by the Secretary or Assistant Secretary of the Issuers, authorizing the execution of such amendment, supplement or waiver and (iv) if such amendment, supplement or waiver is executed pursuant to Section 9.02, evidence reasonably satisfactory to the Trustee of the consent of the holders required to consent thereto. Notwithstanding the foregoing and Section 12.02(b)or anything in this Indenture to the contrary, no Opinion of Counsel will shall be required for the Trustee to execute any amendment or supplement supplemental indenture adding a new Guarantee of the Notes under this Indenture; provided that the execution thereof shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Subsidiary Guarantor under its Note Guarantee) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will be fully protected in relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be required for the Trustee to execute any amendment or supplement adding a new Guarantee of the Notes under this Indenture.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if Upon the amendment does not impose any personal obligations on request of the Issuer, and upon the filing with the Trustee or adversely affect the rights, duties, liabilities or immunities of evidence of the consent of the required Holders of Notes as aforesaid in Section 9.2, if such consent of the Holders of Notes is required, and upon receipt by the Trustee under of the documents described in this Indenture. If it doesSection 9.6 and Section 13.3, the Trustee mayshall join (or, if applicable and requested in writing by the Issuer in the case of any amendment, supplement or other modification to any Intercreditor Agreement or Collateral Document, request that the Collateral Agent join) with the Issuer and the Guarantors, if applicable, in the execution of any amended or supplemental indenture or amendment, supplement or other modification to any Note Document unless such amended or supplemental indenture or amendment or supplement to any Note Document adversely affects the Trustee’s own rights, duties or immunities under any Note Document or otherwise, in which case the Trustee may in its discretion, but need notwill not be obligated to, sign itenter into such amended or supplemental indenture or amendment, supplement or other modification to any Note Document. After an amendment or supplement under Section 9.1 or 9.2, as applicable, becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under Section 9.1 or 9.2, as applicable. In signing such amendment executing any amended or supplemental indenture, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 Sections 7.1 and Section 7.02(o)7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.3, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment complies with amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment has been duly authorizedis valid, executed binding and delivered and is the legally valid and binding obligation of enforceable against the Issuer and or any Guarantor, as the Guarantors (if any) enforceable against them case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding In requesting that the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute Collateral Agent join in executing any amendment or supplement adding a new Guarantee of to any Note Document, the Notes under this Indenture; provided that the execution thereof Trustee shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent receive and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note GuaranteeSections 7.1 and 7.2) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will shall be fully protected in conclusively relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be upon, such certificates as are required for the Trustee to execute any amendment or supplement adding a new Guarantee by Section 2.04 of the Notes under this IndentureSecond Priority Pari Passu Intercreditor Agreement.

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if Upon the amendment does not impose any personal obligations on request of the Issuer, and upon the filing with the Trustee or adversely affect the rights, duties, liabilities or immunities of evidence of the consent of the required Holders of Notes as aforesaid in Section 9.2, if such consent of the Holders of Notes is required, and upon receipt by the Trustee under of the documents described in this Indenture. If it doesSection 9.6 and Section 13.3, the Trustee mayshall join (or, if applicable and requested in writing by the Issuer in the case of any amendment, supplement or other modification to any Collateral Trust Agreement or Security Document, request that the Collateral Trustee join) with the Issuer and the Guarantors, if applicable, in the execution of any amended or supplemental indenture or amendment, supplement or other modification to any Note Document unless such amended or supplemental indenture or amendment or supplement to any Note Document adversely affects the Trustee’s own rights, duties or immunities under any Note Document or otherwise, in which case the Trustee may in its discretion, but need notwill not be obligated to, sign itenter into such amended or supplemental indenture or amendment, supplement or other modification to any Note Document. After an amendment or supplement under Section 9.1 or 9.2, as applicable, becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under Section 9.1 or 9.2, as applicable. In signing such amendment executing any amended or supplemental indenture, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 Sections 7.1 and Section 7.02(o)7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.3, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment complies with amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment has been duly authorizedIndenture, executed and delivered and is the legally valid valid, binding and binding obligation of enforceable against the Issuer and or any Guarantor, as the Guarantors (if any) enforceable against them case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding In requesting that the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Collateral Trustee to execute join in executing any amendment or supplement adding a new Guarantee of to any Note Document, the Notes under this Indenture; provided that the execution thereof Trustee shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent receive and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note GuaranteeSections 7.1 and 7.2) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will shall be fully protected in conclusively relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be upon, such certificates as are required for the Trustee to execute any amendment or supplement adding a new Guarantee by Section 2.04 of the Notes under this Indenture.Collateral Trust Agreement

Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if Upon the amendment does not impose any personal obligations on request of the Issuer, and upon the filing with the Trustee or adversely affect the rights, duties, liabilities or immunities of evidence of the consent of the required Holders of Notes as aforesaid in Section 9.2, if such consent of the Holders of Notes is required, and upon receipt by the Trustee under of the documents described in this Indenture. If it doesSection 9.6 and Section 13.3, the Trustee mayshall join (or, if applicable and requested in writing by the Issuer in the case of any amendment, supplement or other modification to any Intercreditor Agreement or Collateral Document, request that the Collateral Agent join) with the Issuer and the Guarantors, if applicable, in the execution of any amended or supplemental indenture or amendment, supplement or other modification to any Notes Document unless such amended or supplemental indenture or amendment or supplement to any Notes Document adversely affects the Trustee’s own rights, duties or immunities under any Notes Document or otherwise, in which case the Trustee may in its discretion, but need notwill not be obligated to, sign itenter into such amended or supplemental indenture or amendment, supplement or other modification to any Notes Document. After an amendment or supplement under Section 9.1 or 9.2, as applicable, becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under Section 9.1 or 9.2, as applicable. In signing such amendment executing any amended or supplemental indenture, the Trustee shall be entitled to receive an indemnity and/or security satisfactory to it and to receive, and (subject to Section 7.01 Sections 7.1 and Section 7.02(o)7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.3, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment complies with amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment has been duly authorizedis valid, executed binding and delivered and is the legally valid and binding obligation of enforceable against the Issuer and or any Guarantor, as the Guarantors (if any) enforceable against them case may be, in accordance with its terms, subject to customary exceptions. Notwithstanding In requesting that the foregoing and Section 12.02(b), no Opinion of Counsel will be required for the Trustee to execute Collateral Agent join in executing any amendment or supplement adding a new Guarantee of to any Notes Document, the Notes under this Indenture; provided that the execution thereof Trustee shall be deemed a representation by such Guarantor(s) that (i) all conditions precedent receive and covenants, if any, relating to the execution of such supplemental indenture have been satisfied, (ii) that such executed supplemental indenture is substantially in the form attached as Exhibit D hereto (subject to the inclusion of any additional limitations under applicable laws on the obligations of such Guarantor under its Note GuaranteeSections 7.1 and 7.2) and (iii) such supplemental indenture is enforceable in accordance with its terms subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (B) general principles of equity. For the avoidance of doubt, an Officer’s Certificate (which the Trustee will shall be fully protected in conclusively relying upon and upon which the Trustee shall be entitled to rely without further enquiry or investigation) will be upon, such certificates as are required for the Trustee to execute any amendment or supplement adding a new Guarantee by Section 2.04 of the Notes under this IndenturePari Passu Intercreditor Agreement.