Common use of Filing, Recording and Opinions Clause in Contracts

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company Issuer 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Issuer 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 good faith based on advice of faith, after consultation with counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission 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. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June 30October 15, commencing October 15, 2019. Any release of Collateral permitted by Section 11.04 11.6 and this Section 11.05 hereof 11.7 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, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee and the Notes Collateral Agent may, to the extent permitted by Section 7.01 7.1 and 7.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of SEC, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any Following the Springing Lien Trigger Date, any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. Following the Springing Lien Trigger Date, if any Collateral is released in accordance with this Indenture, the Intercreditor Agreement or any Security Document and if the Company 104 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections TIA §314(b) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an 112 Officer of the Company except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Company and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections TIA § 314(b) and § 314(d) of the TIA), in each case following qualification of this the Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA § 314(d) of the TIA may be made by an Officer of the Company Issuers except in cases where Section TIA § 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion of Section TIA § 314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA § 314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of the Indenture pursuant to the TIA, to the extent the Company is Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA § 314(b)(2) of the TIA), the Company Issuers will furnish such opinion not more than 60 but not less than 30 days prior to each June 30May 1. Any actions taken in compliance with (or otherwise contemplated by) the Indenture, the Intercreditor Agreement and the Security Documents, including without limitation, any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents, 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 a certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIATIA or otherwise under the Indenture or the Security Documents, 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 Section 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 Counselopinion.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections TIA §314(b) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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.

Filing, Recording and Opinions. (a) The Company will Issuer shall comply with the provisions of Sections 314(b) and 314(d) of the TIATIA §313(b), in each case and, following qualification of this Indenture pursuant to the TIA, if applicable, TIA §314(d). Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company Issuer except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Issuer and the Guarantors will shall not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of this Indenture pursuant to the TIA, to the extent the Company 106 Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company will Issuer shall furnish such opinion not more than 60 but not less than 30 days prior to each June 30December 3. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents 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 TIATIA or otherwise under this Indenture or the Security Documents, 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 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 Counselopinion.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of Commission, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the Intercreditor Agreement or any Security Document and if the 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of SEC, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the New Intercreditor Agreement, the Existing Intercreditor Agreement or any Security Document and if the 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.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff 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 engineerCommission, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the 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.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Sections TIA §314(b) and §314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company Issuer except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Issuer and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of this Indenture pursuant to the TIA, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June 30May 27. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents 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 a certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIATIA or otherwise under this Indenture or the Security Documents, 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 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 Counselopinion.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of Commission, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the Intercreditor Agreements or any Security Document and if the 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.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Sections TIA §314(b) and §314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company Issuer except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Issuer and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of this Indenture pursuant to the TIA, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June 30October 20. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents 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 TIATIA or otherwise under this Indenture or the Security Documents, 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 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 Counselopinion.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Sections TIA §314(b) and §314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company Issuer except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Issuer and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of this Indenture pursuant to the TIA, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June 30December 3. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents 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 a certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIATIA or otherwise under this Indenture or the Security Documents, 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 Section 7.01 and 7.02 hereof, accept as 103 conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counselopinion.

Filing, Recording and Opinions. (a) The Company will shall comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of Commission, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion other Person). Following the qualification of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counsel), that this Indenture 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 TIA is inapplicable to the released Collateral. Following such qualificationTIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days promptly after each December 31 beginning with December 31, 2021, and in any event prior to each June 30March 31. The Company shall furnish to the Trustee and the Collateral Agent at such times that are required by Trust Indenture Act Section 314(b) an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of security interests created under the Collateral Documents on Article 9 Collateral as is necessary to maintain the perfection of such security interests and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain the perfection of any security interest in any Collateral created under any of the Collateral Documents. Any release of Collateral permitted by Section 11.04 Sections 13.03 and this Section 11.05 13.04 hereof will be deemed not to impair the other 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 Section 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.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff 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 engineerCommission, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections Trust Indenture Act §314(b) and §314(d) (including without limitation, the provision of the TIAan initial and annual Opinion of Counsel under Section 314(b)), in each case following the qualification of this the Indenture pursuant under the Trust Indenture Act, to the TIAextent applicable. Any certificate or opinion required by Section Trust Indenture Act §314(d) of the TIA may be made by an Officer of the Company except in cases where Section Trust Indenture Act §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Company and the Guarantors will not be required to comply with all or any portion of Section Trust Indenture Act §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section Trust Indenture Act §314(d) of the TIA is inapplicable to the released Collateral. Following Prior to the release of such qualificationCollateral, the Trustee and Collateral Agent shall be entitled to receive, at the expense of the Company an Officers’ Certificate notifying the Trustee and Collateral Agent of such conclusion. To the extent the Company is required under law to furnish to the Trustee an Opinion of Counsel pursuant to Section Trust Indenture Act §314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30May 7. Any release of Collateral permitted by Section 11.04 and this Section 11.05 1504 hereof or the Security Documents will be deemed not to impair the any other 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 TIATrust Indenture Act or otherwise under this Indenture or the Security Documents, 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 Section 7.01 501 and 7.02 503 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counselopinion.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of SEC, whether issued to 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, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will 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 (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the Intercreditor Agreement or any Security Document and if the 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 Trustee setting forth such determination.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of TIA Sections 314(b), 314(c) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate TIA and except to the extent not required as set forth in any Commission regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff 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 engineerCommission, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), 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 TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee and the Collateral Agent an Opinion of Counsel pursuant to TIA Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June December 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 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 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. If any Collateral is released in accordance with this Indenture, the Intercreditor Agreement 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections TIA §314(b) and §314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section TIA §314(d) of the TIA may be made by an Officer of the Company except in cases where Section TIA §314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Company and the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the TIA 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 to the meaning thereof of the Commission and its staff, including ‘‘''no action’’ letters or exemptive orders, all or any portion of Section TIA §314(d) of the TIA is inapplicable to the released Collateral. Following such qualificationthe qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section TIA §314(b)(2) of the TIA), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30May 1. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof or the Security Documents 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 101 deliver an Officers’ Certificate a certificate or Opinion of Counsel opinion pursuant to Section 314(d) of the TIATIA or otherwise under this Indenture or the Security Documents, 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 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 Counselopinion.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of Sections 314(b314(b)(1) and 314(d) of the TIATrust Indenture Act, in each case following qualification of this Indenture pursuant to the TIATrust Indenture Act. Any certificate or opinion required by Section 314(d) of 115 the TIA Trust Indenture Act may be made by an Officer of the Company except in cases where Section 314(d) of the TIA Trust Indenture Act requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Company and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA Trust Indenture Act 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 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 TIA Trust Indenture Act is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIATrust Indenture Act, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 11.05 and this Section 11.05 hereof 11.06 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 TIATrust Indenture Act, 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 Section 7.01 and 7.02 hereofin Article 7 of this Indenture, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.