Common use of Trustee to Execute Supplemental Indentures Clause in Contracts

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor have all necessary corporate power and authority to execute and deliver the supplemental indenture and the execution, delivery and performance of such supplemental indenture have been duly authorized by all necessary corporate action of the Company and each Guarantor; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and By-Laws of the Company or any Guarantor or (iii) any material agreement or instrument to which the Company or any Guarantor is subject; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantor, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 hereof, the Trustee shall execute any join with the Company in the execution of such amended or supplemental indenture authorized pursuant to this Article IX if Indenture unless such amended or supplemental indenture does not adversely affect Indenture affects the Trustee's own rights, duties, liabilities or immunities of the Trustee. If it doesunder this Indenture or otherwise, in which case the Trustee maymay in its discretion, but shall not be required obligated to, execute enter into such amended or supplemental indentureIndenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor the Guarantors have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of of, or constitute a default under under, any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and By-Laws of the Company or any Guarantor or (iii) any material agreement or instrument to which the Company or any Guarantor is subject;the (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantorthe Guarantors, and this the Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation obligations of the Company and each Guarantor the Guarantors enforceable against the Company and each Guarantor the Guarantors, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this the Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX 10 if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 7.1 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied;: (b) the Company and each Guarantor the Guarantors have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Guarantor, or (iii) any material agreement or instrument to which the Company or any Guarantor is subjectsubject and of which such counsel is aware; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantorthe Guarantors, and this the Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation obligations of the Company and each Guarantor the Guarantors enforceable against the Company and each Guarantor the Guarantors, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this the Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive received indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 7.1 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor the Guarantors, if any, have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors, if any; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Guarantor, or (iii) any material agreement or instrument to which the Company or any Guarantor is subject; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered delivery by the Company and each Guarantorthe Guarantors, if any, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor the Guarantors, if any, enforceable against the Company and each Guarantor the Guarantors, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 7.1 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor the Guarantors have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Guarantor, or (iii) any material agreement or instrument to which the Company or any Guarantor is subjectsubject and of which such counsel is aware; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantorthe Guarantors, and this the Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation obligations of the Company and each Guarantor the Guarantors enforceable against the Company and each Guarantor the Guarantors, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this the Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor have has all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each GuarantorCompany; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this the Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Company, or (iii) any material agreement or instrument to which the Company or any Guarantor is subject;; 98 -91- (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Company, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any GuarantorCompany; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each GuarantorCompany, and this the Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this the Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers' Officer’s Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel reasonable satisfactory to the Trustee provided by the Company Issuer and the Guarantor stating in effect that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor have Issuer or the Guarantor, as the case may be, has all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company Issuer and each the Guarantor, as the case may be; (c) the execution, execution and delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this the Indenture, (ii) the charter documents and By-Laws of the Company or any Guarantor or (iii) any material agreement or instrument to which the Company or any Guarantor is subject; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantor, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The Trustee ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive received indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor the Guarantors, if any, have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors, if any; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Guarantor, or (iii) any material agreement or instrument to which the Company or any Guarantor is subject; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantorthe Guarantors, if any, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor the Guarantors, if any, enforceable against the Company and each Guarantor the Guarantors, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the TrusteeTrustee in its capacity hereunder. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section Sections 7.01 and 7.02 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel (which, as to different matters, may be covered in separate opinions of Mexican and U.S. counsel to the Company) provided by the Company stating that: (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor have has all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each GuarantorCompany; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor or (iii) any material agreement or instrument to which the Company or any Guarantor is subjectsubject (such counsel may rely on Company's certificates as to the existence of such material agreements); (d) to the best actual knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any GuarantorCompany; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each GuarantorCompany, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation agreement of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency or insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors' rights generally and generally, to general equitable principlesprinciples and to judicial application of foreign laws or foreign governmental actions affecting creditors' rights and other customary exceptions, limitations and qualifications; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act, as may be applicable.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX Clause 9 if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 Clause 7.1 hereof) shall be fully protected in relying upon, an Officers' Officer's Certificate (which need only cover the matters set forth in clause (a) Clause 9.7.1 below) and an Opinion of Counsel reasonable satisfactory to the Trustee provided by the Company Issuer and the Guarantor stating in effect that: (a) 9.7.1 such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) 9.7.2 the Company and each Guarantor have Issuer or the Guarantor, as the case may be, has all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company Issuer and each the Guarantor, as the case may be; (c) 9.7.3 the execution, execution and delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this the Indenture, (ii) the charter documents and By-Laws of the Company or any Guarantor or (iii) any material agreement or instrument to which the Company or any Guarantor is subject; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) 9.7.4 such supplemental indenture has been duly and validly executed and delivered by the Company and each Issuer or the Guarantor, as the case may be, and this the Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Issuer or the Guarantor enforceable against the Company and each Guarantor Issuer or the Guarantor, as the case may be, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this 9.7.5 the Indenture together with such amendment or supplement complies with the Trust Indenture Act. Such opinion may be subject to exceptions, limitations and qualifications, including with respect to the opinion in Clause 9.7.4 hereof (i) the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors and the judicial application of foreign laws or governmental actions affecting creditors' rights; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) the unenforceability of any provision requiring the payment of attorney's fees, except to the extent that a court determines such fees to be reasonable. In addition, such Opinion of Counsel is not required to express an opinion with respect to whether acceleration of the Notes may affect the collectibility of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon or concerning the enforceability of the waiver of rights or defences regarding stay, extension or usury laws.

Trustee to Execute Supplemental Indentures. The ------------------------------------------ Trustee shall execute any supplemental indenture authorized pursuant to this Article IX if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but shall not be required to, execute such supplemental indenture. In executing any supplemental indenture, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01 7.1 hereof) shall be fully protected in relying upon, an Officers' Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel provided by the Company stating that:: 107 117 (a) such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution, delivery and performance of such supplemental indenture have been satisfied; (b) the Company and each Guarantor the Guarantors have all necessary corporate power and authority to execute and deliver the supplemental indenture and that the execution, delivery and performance of such supplemental indenture have has been duly authorized by all necessary corporate action of the Company and each Guarantorthe Guarantors; (c) the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Indenture, (ii) the charter documents and Byby-Laws laws of the Company or any Guarantor Guarantor, or (iii) any material agreement or instrument to which the Company or any Guarantor is subjectsubject and of which such counsel is aware; (d) to the best knowledge and belief of legal counsel writing such Opinion of Counsel, the execution, delivery and performance of the supplemental indenture do not conflict with, or result in the breach of any of the terms, conditions or provisions of (i) any law or regulation applicable to the Company or any Guarantor Guarantor, or (ii) any material order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company or any Guarantor; (e) such supplemental indenture has been duly and validly executed and delivered by the Company and each Guarantor, and this Indenture together with such supplemental indenture constitutes a legal, valid and binding obligation of the Company and each Guarantor enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general equitable principles; and (f) this Indenture together with such amendment or supplement complies with the Trust Indenture Act.