(q) Clause (xiii) of the definition of Permitted Liens in Section 1.1 of the Indenture is hereby replaced and superseded in its entirety to read as follows:
(xiii) Liens existing on April 21, 2016, or any extension, amendments, renewals, refinancings, replacements or other modifications thereto.
(r) Clause (xviii) of the definition of Permitted Liens in the Indenture is hereby replaced and superseded in its entirety to read as follows:
(xviii) other Liens on Property of the Company and its Subsidiaries securing debt having an aggregate principal amount (or deemed amount, in the case of Attributable Debt) not to exceed, as of any date of incurrence of such secured debt pursuant to this clause and after giving effect to such incurrence and the application of the proceeds therefrom, the greater of (1) $500 million and (2) 15% of the Companys Consolidated Net Tangible Assets.
(s) Section 7.1(e) of the Indenture is hereby amended by replacing the reference to $35 million set forth therein with a reference to $75 million.
(t) The Notes shall be entitled to the benefit of the covenants in Article V of the Indenture.
(u) The Notes constitute senior unsecured debt obligations of the Company and rank equally in right of payment among themselves and with all other existing and future senior, unsecured and unsubordinated debt obligations of the Company.
(v) There shall be no Events of Default other than those provided in Section 7.1 of the Indenture and the failure by the Company to comply with the provisions of clauses A.(m) or (n) hereof.
(w) The Notes shall have additional terms and conditions as set forth in, and shall be substantially in the form of, Annex A attached hereto, with such modifications thereto as may be approved by the authorized officer or officers executing the same.
(x) The Trustee shall be the trustee for or on behalf of the Holders of the Notes.
B. The undersigned hereby approve the sale of $450,000,000 aggregate principal amount of Notes by the Company to the Underwriters listed in Schedule I to that certain Underwriting Agreement dated April 4, 2019 and in accordance with and pursuant to the terms thereof at a net purchase price to the Company of 99.077% of the principal amount thereof plus accrued interest, if any from April 18, 2019, and with an initial price to the public of 99.727% of the principal amount thereof plus accrued interest, if any from April 18, 2019.
The Indenture, as supplemented by this Officers Certificate, is in all respects ratified and confirmed, and this Officers Certificate shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
This Officers Certificate may be executed in one or more counterparts, including, without limitation, facsimile counterparts, each of which so executed shall be deemed to be an original, and shall together constitute one and the same Officers Certificate.
THIS OFFICERS CERTIFICATE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
(Signature page follows)