Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel. (b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 6 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Filing, Recording and Opinions. (a1) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d)) of the Trust Indenture Act, in each case following qualification of this Indenture pursuant to the TIA Trust Indenture Act and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2)) of the Trust Indenture Act, the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September January 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 Section 6.01 and 7.02 6.03 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b2) If any Collateral is released Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer, except in accordance cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(3) Notwithstanding anything to the contrary herein, the Issuer will not be required to comply with this Indenture all or any Security Document portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and if its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Issuer has delivered Trust Indenture Act is inapplicable to the certificates and documents required by released Collateral.
(4) Upon the Security Documents and Section 11.04request of the Trustee, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based shall be entitled to rely on such determination an Officer’s Certificate and the an Opinion of Counsel delivered pursuant to in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination11.05.
Appears in 4 contracts
Samples: Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC), Indenture (Vault Holding 1, LLC)
Filing, Recording and Opinions. (a) The Issuer Issuers will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Issuers or any other Person). Following such qualification, to the extent the Issuer is Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer Issuers will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate any certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections 7.01 and 7.02 hereof7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counselcertificate or opinion.
(bc) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent and the Issuers setting forth such determination.
Appears in 3 contracts
Samples: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp), Indenture (Tops PT, LLC)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 2 contracts
Samples: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc)
Filing, Recording and Opinions. (a) The In the event that this Indenture shall be required to be qualified, and shall be so qualified, pursuant to the TIA, the Issuer will comply with the provisions of TIA §§ 314(bss.314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, if any, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2ss.314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30May 31. Any release of Collateral permitted by Section 11.04 10.04 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and, in the event that this Indenture shall be required to be qualified, and shall be so qualified, pursuant to the TIA, any person that is required to deliver an Officers’ ' Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled 100 to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.0410.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) this Indenture in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0410.04, will, upon request, deliver a certificate to the Collateral Second Lien Agent setting forth such determination.
Appears in 2 contracts
Samples: Indenture (Swift Transportation Co Inc), Indenture (Swift Transportation Co Inc)
Filing, Recording and Opinions. (a) The Issuer Issuers will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter or exemptive order issued by the Staff of the SEC, whether issued to the an Issuer or any other Person). Following such qualification, to To the extent the Issuer is Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Issuers will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. , beginning with September 30, 2018.
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate a certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counseldocuments.
(bc) If any Collateral is released Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Company, except in accordance cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(d) Notwithstanding anything to the contrary herein, the Issuers and their Subsidiaries will not be required to comply with this Indenture all or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and portion of Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) of the Trust Indenture Act if an Officer of the Company determines, in connection with such release and, good faith based on such determination and advice of counsel, that under the Opinion terms of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate that section and/or any interpretation or guidance as to the Collateral Agent setting forth such determinationmeaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.
Appears in 2 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 2 contracts
Samples: Indenture (Berry Plastics Corp), Indenture (Berry Plastics Corp)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to conclusively rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 2 contracts
Samples: Indenture (Aeroways, LLC), Indenture (Cke Restaurants Inc)
Filing, Recording and Opinions. (a) The In the event that this Indenture shall be required to be qualified, and shall be so qualified, pursuant to the TIA, the Issuer will comply with the provisions of TIA §§ Section 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, if any, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30May 31. Any release of Collateral permitted by Section 11.04 10.04 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and, in the event that this Indenture shall be required to be qualified, and shall be so qualified, pursuant to the TIA, any person that is required to deliver an Officers’ ' Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled 101 to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.0410.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) this Indenture in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0410.04, will, upon request, deliver a certificate to the Collateral Second Lien Agent setting forth such determination.
Appears in 2 contracts
Samples: Indenture (Swift Transportation Co Inc), Indenture (Swift Transportation Co Inc)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September June 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Verso Sartell LLC)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Sixth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Sixth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Sixth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by TIA and §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the extent Trustee. Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to comply with all or any portion of TIA §314(d) if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as set forth in any SEC regulation or interpretation (including any no-action letter issued by to the Staff meaning thereof of the SECCommission and its staff, whether issued including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to the Issuer or any other Person)released Collateral. Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 11.08 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section TIA § 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and Section 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(ba) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Trustee and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.0411.08, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.08, will, upon request, deliver a certificate to the Collateral Agent Trustee setting forth such determination.
Appears in 1 contract
Samples: Indenture (Acco Brands Corp)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 13.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.0413.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0413.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-no action letter issued by the Staff of the SEC, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September June 30. Any release of Collateral permitted by Section 11.04 12.04 hereof will be deemed not to impair the Second Priority Liens under this the Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section § 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.0412.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0412.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Note Purchase Agreement (Moneygram International Inc)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Eighth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Eighth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Eighth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Notes Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Kerr Group Inc)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Ninth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Ninth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Ninth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Fourth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Fourth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Fourth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Issuers will comply with the provisions of TIA §§ Sections 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Issuers or any other Person). Following such qualification, to the extent the Issuer is Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Issuers will furnish such opinion not more than 60 but not less than with 30 days prior to following the end of each September 30. six-month period beginning on each interest payment date.
(b) Any release of Collateral permitted by Section 11.04 hereof 12.04 will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate any certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections 7.01 and 7.02 hereof7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counselcertificate or opinion.
(bc) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent and the Issuers setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
(c) Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(d) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.
(e) Upon the request of the Trustee, the Trustee shall be entitled to rely on an Officers’ Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.05.
Appears in 1 contract
Samples: Indenture (Mariner, LLC)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) . If any Collateral is released in accordance with this Indenture Indenture, the Intercreditor Agreement or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent Trustee setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Seventh Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Seventh Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Seventh Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Gnoc Corp.)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) . If any Collateral is released in accordance with this Indenture Indenture, the Intercreditor Agreement or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no action letters issued by the Commission have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of business without requiring the Company to provide certificates and other documents under Section 314(d) of the Trust Indenture Act.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by TIA and §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the extent Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion of TIA §314(d) if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as set forth in any SEC regulation or interpretation (including any no-action letter issued by to the Staff meaning thereof of the SECCommission and its staff, whether issued including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to the Issuer or any other Person)released Collateral. Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September June 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) . If any Collateral is released in accordance with this Indenture Indenture, the Intercreditor Agreements or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no action letters issued by the Commission have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
(c) Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(d) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.
(e) Upon the request of the Trustee, the Trustee shall be entitled to rely on an Officer’s Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.05. SECTION 11.06. [Intentionally omitted.]
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Tenth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Tenth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Tenth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Berry Plastics Group Inc)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and TIA, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Issuer, any Guarantor or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will shall furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 11.4 hereof will shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or and Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or and opinion. The Trustee mayshall, to the extent permitted by Sections 7.01 7.1 and 7.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents documents, Officers’ Certificate and Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Indenture or any Security Document and the other Indenture Documents and if the Issuer has delivered the certificates and documents required by the Security Indenture Documents and Section 11.0411.4, the Trustee will shall determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and Officers’ Certificate and the Opinion of Counsel delivered pursuant to Section 11.0411.4, willshall, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
(d) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(e) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries shall not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.
(f) Upon the request of the Trustee, the Trustee shall be entitled to rely on an Officers’ Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.5.
Appears in 1 contract
Samples: Indenture (FTS International, Inc.)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Second Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Second Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Second Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ 314(bss.314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2ss.314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September 30April 23. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer's Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § ss. 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and TIA, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Issuer, any Guarantor or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will shall furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 11.4 hereof will shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or and Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or and opinion. The Trustee mayshall, to the extent permitted by Sections 7.01 7.1 and 7.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents documents, Officers’ Certificate and Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Indenture or any Security Document and the other Indenture Documents and if the Issuer has delivered the certificates and documents required by the Security Indenture Documents and Section 11.0411.4, the Trustee will shall determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and Officers’ Certificate and the Opinion of Counsel delivered pursuant to Section 11.0411.4, willshall, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
(d) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert.
(e) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries shall not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.
(f) Upon the request of the Trustee, the Trustee shall be entitled to rely on an Officers’ Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing Transactions contemplated by this Section 11.5.
Appears in 1 contract
Samples: Indenture (FTS International, Inc.)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ §314(b) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September June 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Second Priority Liens under this the Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document at a time when the Trustee is not itself also the Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (New Holding, Inc.)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any Following the Springing Lien Trigger Date, any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If . Following the Springing Lien Trigger Date, if any Collateral is released in accordance with this Indenture Indenture, the Intercreditor Agreement or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b) and 314(d)) of the TIA. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. Notwithstanding anything to the contrary herein, the Company and the Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in each case following qualification good faith, that under the terms of this Indenture pursuant that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA and except is inapplicable to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30released Collateral. Any release of Collateral permitted by Section 11.04 hereof 12.05 and this Section 12.07 will be deemed not to impair the Liens under this Third Lien Indenture and the Third Lien Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Third Lien Trustee and the Collateral Agent may, to the extent permitted by Sections 7.01 Section 7.01, 7.02 and 7.02 hereof, 7.03 accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Third Lien Indenture or any Third Lien Security Document at a time when the Third Lien Trustee is not itself also the Collateral Agent of the New Third Lien Secured Notes and if the Issuer Company has delivered the certificates and documents required by the Third Lien Security Documents and Section 11.0412.05, the Third Lien Trustee will determine whether it has received deliver all documentation required received by TIA § 314(d) it in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determinationAgent.
Appears in 1 contract
Samples: Third Lien Indenture (Bed Bath & Beyond Canada L.P.)
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Company or any other Person). Following such qualification, to the extent the Issuer Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Company will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) . If any Collateral is released in accordance with this Indenture Indenture, the New Intercreditor Agreement, the Existing Intercreditor Agreement or any Security Document and if the Issuer Company has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Company will comply with the provisions of TIA §§ Sections 314(b) and 314(d)) of the TIA. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. Notwithstanding anything to the contrary herein, the Company and the Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in each case following qualification good faith, that under the terms of this Indenture pursuant that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA and except is inapplicable to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30released Collateral. Any release of Collateral permitted by Section 11.04 hereof 12.05 and this Section 12.07 will be deemed not to impair the Liens under this Second Lien Indenture and the Second Lien Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee Second Lien Trustees and the Collateral Agent may, to the extent permitted by Sections 7.01 Section 7.01, 7.02 and 7.02 hereof, 7.03 accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Second Lien Indenture or any Second Lien Security Document at a time when any Second Lien Trustees, as applicable, is not itself also the Collateral Agent of the applicable New Second Lien Secured Note and if the Issuer Company has delivered the certificates and documents required by the Second Lien Security Documents and Section 11.0412.05, the applicable Second Lien Trustee will determine whether it has received deliver all documentation required received by TIA § 314(d) it in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determinationAgent.
Appears in 1 contract
Samples: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC Commission regulation or interpretation (including any no-action letter issued by the Staff of the SECCommission, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September December 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person Person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, TIA shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) . If any Collateral is released in accordance with this Indenture Indenture, the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination. Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no action letters issued by the Commission have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act.
Appears in 1 contract
Filing, Recording and Opinions. (a) The Issuer Issuers will comply with the provisions of TIA §§ Sections 314(b), 314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer Issuers or any other Person). Following such qualification, to the extent the Issuer is Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Section 314(b)(2), the Issuer Issuers will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.
(b) If any Collateral is released in accordance with this Indenture or any Security Document and if the Issuer has Issuers have delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all documentation required by TIA § Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination.
Appears in 1 contract
Samples: Indenture (Quality Distribution Inc)
Filing, Recording and Opinions. (a) The Issuer will comply with the provisions of TIA §§ Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Twenty-Fifth Supplemental Indenture pursuant to the TIA and Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ Trust Indenture Act Section 314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each September 30. .
(b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under this Twenty-Fifth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel.
(bc) If any Collateral is released in accordance with this Twenty-Fifth Supplemental Indenture or any Security Document and if the Issuer has delivered the certificates and documents required by the Security Documents and Section 11.04Document, the Trustee will determine whether it has received all documentation required by TIA § Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.0411.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination.
(d) [Reserved].
Appears in 1 contract