Common use of Certificates and Opinions Clause in Contracts

Certificates and Opinions. (a) The Issuers and the Company shall deliver to the Trustee: (i) promptly after the execution and delivery of this Indenture, an Opinion of Counsel either stating that in the opinion of such counsel the Indenture and the Security Documents (including financing statements or other instruments) have been properly recorded and filed so as to make effective the security interest intended to be created for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such Lien effective; and (ii) on or before March 1 of each year, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture and the Security Documents (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. (b) The Company shall comply with TIA ss. 314(d), relating to, among other matters, the release of Collateral from the Lien of the Security Documents and Officers' Certificates or other documents regarding fair value of the Collateral, to the extent such provisions are applicable. Any certificate or opinion required by TIA ss. 314(d) may be executed and delivered by an Officer of the Company to the extent permitted by TIA ss. 314(d).

Certificates and Opinions. (a) The Issuers and the Company shall deliver to the Trustee: (i) promptly after the execution and delivery of this Indenture, an Opinion of Counsel either stating that in the opinion of such counsel the this Indenture and the Security Documents (including financing statements or other instruments) grant to the Secured Parties a security interest in the Collateral to the extent described herein and therein and that filings have been properly recorded and filed so as (or, within four Business Days following the Issue Date, will be) made in each of the fifty states of the United States to make effective record the existence of such security interest intended to be created for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such Lien security interest effective; and (ii) on or before March 1 of each year, (A) an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture and such of the Security Documents (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Liensecurity interest and (B) a Status Certificate (as defined in the Security Agreement) prepared by the Company and current in all respects as of such March 1. (b) The Company shall comply with TIA ss. 314(d), relating to, among other matters, the release of Collateral from the Lien of the Security Documents and Officers' Certificates or other documents regarding fair value of the Collateral, to the extent such provisions are applicable. Any certificate or opinion required by TIA ss. 314(d) may be executed and delivered by an Officer of the Company to the extent permitted by TIA ss. 314(d).

Certificates and Opinions. (a) The Issuers and the Company shall deliver to the Trustee: (i) promptly after the execution and delivery of this Indenture, an Opinion of Counsel either stating that in the opinion of such counsel the this Indenture and the Security Documents (including financing statements or other instruments) grant to the Secured Parties a security interest in the Collateral to the extent described herein and therein and that filings have been properly recorded and filed so as made in each of the fifty states of the United States to make effective record the existence of such security interest intended to be created for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such Lien security interest effective; and (ii) on or before March 1 of each year, (A) an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording and re-filing of the Indenture and such of the Security Documents (including financing statements or other instruments) as is necessary to maintain the security interest intended to be created thereby for the benefit of the Securityholders, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Liensecurity interest and (B) a Status Certificate (as defined in the Security Agreement) prepared by the Company and current in all respects as of such March 1. (b) The Company shall comply with TIA ss. 314(d), relating to, among other matters, the release of Collateral from the Lien of the Security Documents and Officers' Certificates or other documents regarding fair value of the Collateral, to the extent such provisions are applicable. Any certificate or opinion required by TIA ss. 314(d) may be executed and delivered by an Officer of the Company to the extent permitted by TIA ss. 314(d).