Common use of Certificates, Opinions and Recording Clause in Contracts

Certificates, Opinions and Recording. The Company and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the Trustee. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions) (i) stating that this Indenture, the Senior Notes, the Pledge Agreement and the Designated Mortgages and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the Trustee), and (ii) either (A) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, this Indenture and other applicable Collateral Documents or such instruments of further assurance or amendment either (i) have been recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by this Indenture and such Collateral Documents or documents of further assurance (as the case may be) or (ii) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended to be created by this Indenture and such Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing will be the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordings, re-registerings or re-filings will be necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions for the filing thereof have been made to the reasonable satisfaction of the Trustee that are necessary fully to preserve and protect the rights of the Holders of Senior Notes and the Trustee hereunder and under the Collateral Documents or (B) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to make any Lien created under the Indenture and/or any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e).

Certificates, Opinions and Recording. The Company Issuers and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the TrusteeCollateral Agent. The CompanyIssuers, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions) (i) stating that this Indenture, the Senior Notes, the Pledge Agreement and the Designated Mortgages Collateral Documents and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company Holdings and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), and (ii) either (A) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, this Indenture and other applicable Collateral Documents or such instruments of further assurance or amendment either (i) have been recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by this Indenture and such Collateral Documents or documents of further assurance (as the case may be) or (ii) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended to be created by this Indenture and such Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing will be the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordings, re-registerings or re-filings will be necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions for the filing thereof have been made to the reasonable satisfaction of the Trustee Collateral Agent that are necessary fully to preserve and protect the rights of the Holders of Senior Notes 72 and the Trustee Collateral Agent hereunder and under the Collateral Documents or (B) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, no such action is necessary to make any Lien created under the Indenture and/or any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee Collateral Agent hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company Issuers shall furnish to the Trustee Collateral Agent the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e).

Certificates, Opinions and Recording. The Company and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the Trustee. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions) (i) stating that this Indenture, the Senior Notes, the Pledge Agreement and the Designated Mortgages and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the Trustee), and (ii) either (A) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, this Indenture and other applicable Collateral Documents or such instruments of further assurance or amendment either (i) have been recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by this Indenture and such Collateral Documents or documents of further assurance (as the case may be) or (ii) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended to be created by this Indenture and such Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing will be the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordings, re-registerings or re-filings will be necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions for the filing thereof have been made to the reasonable satisfaction of the Trustee that are necessary fully to preserve and protect the rights of the Holders of Senior Notes and the Trustee hereunder and under the Collateral Documents or (B) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to make any Lien created under the Indenture and/or any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e).

Certificates, Opinions and Recording. The Company and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the Trustee. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions) ) (ia) stating that this Indenture, the Senior Notes, the Pledge Agreement Notes and the Designated Mortgages Collateral Documents and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the Trustee), and (iib) either (Ai) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, this Indenture and other applicable Collateral Documents or such instruments of further assurance or amendment either (i) have been properly (as the case may be) recorded, registered and filed in the specified filing offices to the extent necessary to make effective the Lien intended to be created by this Indenture and such Collateral Documents or documents of further assurance (as the case may be) or (ii) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended to be created by this Indenture and such Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing will be are the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordings, re-registerings or re-filings will be are necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions filed (or provision for the filing thereof have been made to the reasonable satisfaction of the Trustee Trustee) that are necessary fully to preserve and protect the rights of the Holders of Senior Notes and the Trustee hereunder and under the Collateral Documents or (Bii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to make any Lien created under the Indenture and/or any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Documents Indenture and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e).

Certificates, Opinions and Recording. The Company Issuers and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the TrusteeCollateral Agent. The CompanyIssuers, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions) (i) stating that this Indenture, the Senior Notes, the Pledge Agreement and the Designated Mortgages Collateral Documents and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company Holdings and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), and (ii) either (A) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, this Indenture and other applicable Collateral Documents or such instruments of further assurance or amendment either (i) have been recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by this Indenture and such Collateral Documents or documents of further assurance (as the case may be) or (ii) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended to be created by this Indenture and such Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing will be the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordings, re-registerings or re-filings will be necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions for the filing thereof have been made to the reasonable satisfaction of the Trustee Collateral Agent that are necessary fully to preserve and protect the rights of the Holders of Senior Notes and the Trustee Collateral Agent hereunder and under the Collateral Documents or (B) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, no such action is necessary to make any Lien created under the Indenture and/or any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after each anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date (which may include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee Collateral Agent hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the TrusteeCollateral Agent), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company Issuers shall furnish to the Trustee Collateral Agent the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e).

Certificates, Opinions and Recording. The Company and the Guarantors will cause this Indenture, if necessary, the applicable Collateral Security Documents, including any financing statements, all amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Security Documents pursuant on the terms set forth in the Security Documents and to the Collateral Documents and (b) extent required by the Lien terms of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes this Indenture and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the TrusteeSecurity Documents. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after At any time when the execution and delivery of this IndentureTrustee becomes the Collateral Trustee under the Security Documents, and promptly after the execution and delivery of any other instrument of further assurance or amendmentamendment (other than a release) to any Security Document, an Opinion of Counsel in the United States (which may be in-house counsel to the Company and which may include one or more local or foreign counsel opinions as to matters concerning the laws of affected jurisdictions) (i) stating that this Indenture, the Senior Notes, the Pledge Agreement and the Designated Mortgages such Security Document and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions (and any other qualifications and exceptions reasonably acceptable to the Trustee), and (ii) either (A) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, this Indenture and other applicable Collateral Documents such Security Document or such instruments of further assurance amendment or amendment either instrument (i1) have been recorded, registered and filed to the extent necessary to make effective the Lien intended purported to be created by this Indenture and such Collateral Documents or documents Security Document as a result of further assurance (as the case may be) such amendment or (ii2) are in proper form to be recorded, registered and filed in the filing offices specified in such opinion and upon such filing will make effective the Lien intended purported to be created by this Indenture and such Collateral DocumentsSecurity Document, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (3) that such amendment does not adversely affect the validity or perfection of the Lien created by such Security Document and, in the case of clauses (1) and (2) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), as to such Indenture and Collateral Security Documents and such other instruments such recording, registering and filing will be the only recordings, registrations and filings necessary to perfect or give constructive notice of the Liens granted therein and that no re-recordingstherein, re-registerings or re-filings will be necessary to maintain such perfection or notice, and further stating that all financing statements and continuation statements (as applicable) have been executed and provisions for the filing thereof have been made to the reasonable satisfaction of the Trustee that are necessary fully to preserve and protect the rights of the Holders of Senior Notes and the Trustee hereunder and under the Collateral Documents or (B) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to make any Lien purported to be created under the Indenture and/or any of the Collateral Documents such Security Document effective as intended by this Indenture and such Collateral Security Documents; and. (b) Within If at any time when the Trustee becomes the Collateral Trustee under the Security Documents, within 30 days after each anniversary of the date of this Indenture, an Opinion of CounselCounsel in the United States, dated as of such date (which may be in-house counsel to the Company and which include one or more local counsel opinions as to matters concerning the laws of affected jurisdictions), either (i) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, the Collateral Security Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Security Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, given and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Collateral Documents Security Documents, or (ii) stating that, subject to customary assumptions and exclusions (and any other qualifications and exceptions reasonably acceptable to the Trustee), in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificate or opinions with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e). The Company shall also furnish to the Trustee copies of all amendments, supplements or other documentation with respect to the Security Documents.