Common use of Filing, Recording and Opinions Clause in Contracts

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § Section 314(d) shall of the TIA may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall the Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act TIA if they determine determine, in good faith, based on the advice of 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 SEC and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act TIA is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the foregoingTIA, certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Issuer will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each October 15, commencing October 15, 2019. Any release of collateral from Collateral permitted by Section 11.6 and this Section 11.7 will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any Person that is required to deliver an Officer’s Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture ActTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer Trustee and the Guarantors Notes Collateral Agent may, subject to the extent permitted by Section 7.1 and 7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of this Indenture, among other things, without Counsel. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Notes Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents that and Section 11.6, the Trustee will deliver all documentation received by it may own or under which it may be operating; (iv) altering, repairing, replacing, changing in connection with such release to the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Notes Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent.

Filing, Recording and Opinions. (a) The In the event this Indenture is qualified under the TIA, the Issuer will comply with the provisions of TIA Section 314(c), and shall comply with the provisions of TIA § 314 Sections 314(b) and 314(d) except to the extent applicable. To the extent applicable, in whole or in part the Issuer shall cause TIA § 313(b)determines, relating to reportsin good faith based on advice of counsel, TIA § that under the terms of Sections 314(b), relating to opinions, and TIA § ) or 314(d), relating ) and/or any interpretation or guidance as to the release meaning thereof the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of property Sections 314(b) or securities subject 314(d) of the TIA is inapplicable to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteereleased Collateral. (b) Any release of Collateral permitted by Section 7.03 11.2 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereof. Any certificate any Person that is required to deliver an Officers’ Certificate or opinion required by TIA § Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be made by an officer or legal counsel, entitled to rely upon the foregoing as applicable, a basis for delivery of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Personopinion. The Trustee may, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeextent permitted by Section 7.1 and Section 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel. (c) Notwithstanding anything If any Collateral is released in accordance with this Indenture and the Security Documents and if the Issuer has delivered the certificates and documents required hereby and by the Security Documents, then, based on an Officers’ Certificate and Opinion of Counsel delivered pursuant hereto, the Trustee will, upon request, deliver a certificate to the contrary in this Section 7.04, the Issuer and its Subsidiaries Security Agent acknowledging such determination. (d) The Security Agent shall not be required to comply with all responsible for the existence, genuineness or value of any portion of Section 314(d) of the Trust Indenture Act if they determine Collateral or for the validity, perfection, priority or enforceability of the security interests in good faithany of the Collateral, based whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Security Agent shall have no duty to ascertain or inquire as to the advice performance or observance of counsel, that under any of the terms of that section and/or this Indenture or any interpretation Security Document by Issuer or guidance as to the meaning thereof any of the SEC and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released CollateralSubsidiaries. Without limiting the generality of Notwithstanding the foregoing, certain no action letters issued by nothing herein shall require the SEC have permitted an indenture qualified under Security Agent to file financing statements or continuation statements, or be responsible for maintaining the Trust Indenture Act security interests purported to contain provisions permitting the release of collateral from Liens under be created as described herein and such indenture in the ordinary course responsibility shall be solely that of the issuer’s business without requiring Issuer. (e) For the issuer to provide certificates avoidance of doubt, the rights, privileges, protections, immunities and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject benefits given to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the CollateralTrustee and Agents, including, without limitation, (i) selling or otherwise disposing oftheir right to be indemnified, in any transaction or series of related transactionsare extended to, any property subject to the Lien of and shall be enforceable by the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § Section 314(d) shall of the TIA may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act TIA if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act TIA is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the foregoingTIA, certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Company will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each June 30. Any release of collateral from Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture ActTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer 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. (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 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 Section 314(d) of the TIA 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) For the avoidance of doubt, under this Indenture, without complying with paragraphs (a) and (b) of this Section 11.05, the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral AgentHolders of the Securities or the Trustee, but otherwise in compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including, without limitation, including (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that which has become worn out, defective, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interestinterest and in connection with the Issuers’ cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that which is no longer used or useful in the IssuerIssuers’ business. The Issuers shall deliver to the Trustee within 30 days following the end of each six-month period (with the second such six-month period being the end of each fiscal year), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such certificate) in connection with which no consent of the holders of the Notes or the Trustee was obtained pursuant to the foregoing provisions were made in the ordinary course of the Issuers’ or the respective Guarantor’s businessbusiness and such release and the use of proceeds in connection therewith were not prohibited by this Indenture.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § Section 314(d) shall of the TIA may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act TIA if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act TIA is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the foregoingTIA, certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Company will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each June 30. Any release of collateral from Collateral permitted by Section 11.04 hereof will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture ActTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject 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 this Indenture, among other things, without Counsel. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Company has delivered the certificates and documents required by the Security Documents that and Section 11.04, the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by Section 314(d) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral TIA in the ordinary course of business that are not otherwise prohibited by this Indenture connection with such release and, based on such determination and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Issuer’s businessCollateral Agent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 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 applicablenot 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). To Following such qualification, to the extent applicablethe Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuer shall cause TIA § 313(b), relating will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach September 30. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 11.04 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereofany 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. (b) Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counsel, as applicable, Officer of the Issuer Issuer, except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeexpert. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 the relevant any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting . (d) Upon the generality request of the foregoingTrustee, certain no action letters issued by the SEC have permitted Trustee shall be entitled to rely on an indenture qualified under the Trust Indenture Act to contain provisions permitting the release Officer’s Certificate and an Opinion of collateral from Liens under such indenture Counsel in the ordinary course respect of any matter in furtherance of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited foregoing transactions contemplated by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessSection 11.05. SECTION 11.06. [Intentionally omitted.]

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § Section 314(d) shall of the TIA may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act TIA if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act TIA is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the foregoingTIA, certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Company will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each June 30. Any release of collateral from Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture ActTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer 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. (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 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 Section 314(d) of the TIA 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) For the avoidance of doubt, under this Indenture, without complying with paragraphs (a) and (b) of this Section 11.05, the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral AgentHolders of the Securities or the Trustee, but otherwise in compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including, without limitation, including (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that which has become worn out, defective, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interestinterest and in connection with the Issuers’ cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that which is no longer used or useful in the IssuerIssuers’ business. The Issuers shall deliver to the Trustee within 30 days following the end of each six-month period (with the second such six-month period being the end of each fiscal year), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such certificate) in connection with which no consent of the holders of the Notes or the Trustee was obtained pursuant to the foregoing provisions were made in the ordinary course of the Issuers’ or the respective Guarantor’s businessbusiness and such release and the use of proceeds in connection therewith were not prohibited by this Indenture.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Sections 314(b) and 314(d) of the Trust Indenture Act, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTrust Indenture Act. Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, based on the advice of 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Company is required to furnish to the Trustee an Opinion of the foregoing, certain no action letters issued by the SEC have permitted an indenture qualified under Counsel pursuant to Section 314(b)(2) of the Trust Indenture Act Act, the Company will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each December 31, commencing December 31, 2024. Any release of collateral from Collateral permitted by Section 13.06 and this Section 13.07 will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any Person that is required to deliver an Officer’s Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture Act, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer Trustee may, to the extent permitted by Section 7.01 and Section 7.02, 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 Securities Collateral Agent and if the Company has delivered the certificates and documents required by the Security Documents and Section 13.06, the Trustee will deliver all documentation received by it in connection with such release to the Securities Collateral Agent. (c) For the avoidance of doubt, under this Indenture, without complying with paragraphs (a) and (b) of this Section 13.07, the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral AgentHolders of the Securities or the Trustee, but otherwise in compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including, without limitation, including (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that which has become worn out, defective, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness Debt or interestinterest and in connection with the Company’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that which is no longer used or useful in the IssuerCompany’s business. The Company shall deliver to the Trustee within 30 days following the end of each six-month period (with the second such six-month period being the end of each fiscal year), an Officer’s Certificate to the effect that all releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such certificate) in connection with which no consent of the holders of the Securities or the Trustee was obtained pursuant to the foregoing provisions were made in the ordinary course of the Company’s or the respective Subsidiary Guarantor’s business and such release and the use of proceeds in connection therewith were not prohibited by this Indenture.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Any release of Collateral permitted by Section 12.04 hereof or the generality of Collateral Documents or the foregoing, certain no action letters issued by Intercreditor Agreement will be deemed not to impair the SEC have permitted an indenture qualified Liens under the Trust Indenture Act and the Collateral Documents and the Intercreditor Agreement in contravention thereof and any person that is required to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer deliver a certificate or opinion pursuant to provide certificates and other documents under Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Collateral Documents or the Intercreditor Agreement, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; Trustee is not itself also the Collateral Agent and if the Company has delivered the certificates and documents required by the Collateral Documents and the Intercreditor Agreement and permitted to be delivered by Section 12.04 (iiiif any), the Trustee will determine whether it has received all documentation required by TIA §314(d) surrendering or modifying any franchisein connection with such release and, license or permit subject based on such determination, will, upon request, deliver a certificate to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 12.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.0412.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 12.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.0412.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 12.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.0412.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of businessbusiness as permitted by Section 4.08; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereofexpert. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Upon such determination, the generality Company shall deliver an Officers’ Certificate to the Trustee stating that all or any portion of the foregoingTIA §314(b) is inapplicable to the released Collateral. To the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Company will furnish such opinion prior to contain provisions permitting the each December 1. (b) Any release of collateral from Collateral permitted by Section 12.05 hereof or the Collateral Agreements will be deemed not to impair the Liens under such indenture this Indenture and the Collateral Agreements in the ordinary course of the issuer’s business without requiring the issuer contravention thereof and any person that is required to provide certificates and other documents under Section deliver a certificate or opinion pursuant to §314(d) of the Trust TIA or otherwise under this Indenture Actor the Collateral Agreements, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (c) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any Collateral Agreement at a time when the Trustee is not itself also the Noteholder Collateral Agent and if the Company has delivered the certificates and documents required by the Collateral Agreements and permitted to be delivered by Section 11.04 (if any), 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 the Security Documents; (iii) surrendering or modifying any franchiseCounsel delivered pursuant to Section 12.04, license or permit subject if any, will, upon request, deliver a certificate to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Noteholder Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating in each case following qualification of this Indenture pursuant to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of this Indenture pursuant to the foregoingTIA, certain no action letters issued 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 prior to each May 27. Any release of Collateral permitted by Section 11.04 hereof or the SEC have permitted an indenture qualified Security Documents will be deemed not to impair the Liens under the Trust Indenture Act and the Security Documents in contravention thereof and any person that is required to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer deliver a certificate or opinion pursuant to provide certificates and other documents under Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by TIA §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, replacingif any, changing the location or position of and adding will, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Trust Indenture Act §314(b) and §314(d) (including without limitation, the provision of an initial and annual Opinion of Counsel under Section 314(b)), in each case following the qualification of the Indenture under the Trust Indenture Act, to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § Trust Indenture Act §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Trust Indenture Act §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act §314(d) if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Trust Indenture Act §314(d) is inapplicable to the released Collateral. Prior to the release of such Collateral, 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 Trust Indenture Act §314(b)(2), the Company will furnish such opinion prior to each May 7. Any release of Collateral permitted by Section 1504 hereof or the Security Documents will be deemed not to impair any other Liens under the Security Documents and any person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the Trust Indenture Act is inapplicable 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 released Collateral. Without limiting extent permitted by Section 501 and 503 hereof, accept as conclusive evidence of compliance with the generality foregoing provisions the appropriate statements contained in such documents and opinion. (b) Following the qualification of the foregoing, certain no action letters issued by the SEC have permitted an indenture qualified under the Trust this Indenture Act pursuant to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without if any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document and if the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Issuer has delivered the Lien of certificates and documents required by the Security Documents that and permitted to be delivered by Section 1504, the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by Trust Indenture Act §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 1504, replacingif any, changing the location or position of and adding will, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 12.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.0412.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.;

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 Sections 314(b)(1) and 314(d) of the Trust Indenture Act, in each case following qualification of this Indenture pursuant to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied withTrust Indenture Act. Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following such qualification, to the generality extent the Company is required to furnish to the Trustee an Opinion of the foregoing, certain no action letters issued by the SEC have permitted an indenture qualified under Counsel pursuant to Section 314(b)(2) of the Trust Indenture Act Act, the Company will furnish such opinion not more than 60 but not less than 30 days prior to contain provisions permitting the each June 30. Any release of collateral from Collateral permitted by Section 11.05 and this Section 11.06 will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course contravention thereof and any person that is required to deliver an Officer’s Certificate or Opinion of the issuer’s business without requiring the issuer Counsel pursuant to provide certificates and other documents under Section 314(d) of the Trust Indenture Act, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer Trustee may, to the extent permitted in 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. (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 Company has delivered the certificates and documents required by the Security Documents and Section 11.05, the Trustee will determine whether it has received all documentation required by Section 314(d) of the Trust Indenture Act in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.05, will, upon request, deliver a certificate to the Collateral Agent setting forth such determination. (c) For the avoidance of doubt, under this Indenture, without complying with paragraphs (a) and (b) of this Section 11.06, the Company or the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral AgentHolders or the Trustee, but otherwise in compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or Collateral not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise expressly prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessIndenture.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating in each case following qualification of this Indenture pursuant to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘''no action’’ letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of this Indenture pursuant to the foregoingTIA, certain no action letters issued to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), the Company will furnish such opinion prior to each May 1. Any release of Collateral permitted by Section 11.04 hereof or the SEC have permitted an indenture qualified Security Documents will be deemed not to impair the Liens under the Trust Indenture Act and the Security Documents in contravention thereof and any person that is required to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer deliver a certificate or opinion pursuant to provide certificates and other documents under Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Company has delivered the certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by TIA §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, replacingif any, changing the location or position of and adding will, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, ) and TIA § 314(d), relating in each case following qualification of the Indenture pursuant to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § 314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Issuers except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA § 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA § 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of the foregoingIndenture pursuant to the TIA, certain no action letters issued to the extent the Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA § 314(b)(2), the Issuers will furnish such opinion prior to each May 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 or the SEC have permitted an indenture qualified Security Documents, will be deemed not to impair the Liens under the Trust Indenture Act and the Security Documents in contravention thereof and any person that is required to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer deliver a certificate or opinion pursuant to provide certificates and other documents under Section 314(d) of the Trust TIA or otherwise under the Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Sections 7.01 and 7.02, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release Collateral is released in accordance with the Indenture or consent by any Security Document at a time when the Trustee is not itself also the Collateral Agent, conduct ordinary course activities with respect to Agent and if the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to Issuers have delivered the Lien of certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee will determine whether it has become worn outreceived all documentation required by TIA § 314(d) in connection with such release and, defectivebased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, obsolete or not used or useful in the business; (ii) abandoningif any, terminatingwill, cancelingupon request, releasing or making alterations in or substitutions of any leases or contracts subject deliver a certificate to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer Company shall furnish to the Trustee and the Collateral Trustee on May 15 in each year, beginning with May 15, 2004, an Opinion of Counsel, dated as of such date, either: (1) stating that, in the opinion of such counsel, (A) action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or notices, recordations or instruments of further assurance as is necessary to maintain and perfect the Liens intended to be created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 13 months to perfect the Note Liens, to the extent the Note Liens can be perfected by the filing of a financing statement; or (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens as effective and perfected. (b) The Company shall otherwise comply with the provisions of TIA § 314 to the extent applicable. Section 314(b). (c) To the extent applicable, the Issuer Company shall cause TIA § Section 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § Section 314(d), relating to the release of property or securities subject from Note Liens or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § Section 314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee and the Collateral Trustee.. 107 (bd) Any To the extent applicable, the Company shall furnish to the Trustee and the Collateral Trustee, prior to each proposed release of Collateral permitted by Section 7.03 hereof shall be deemed not pursuant to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion Documents: (1) all documents required by TIA § Section 314(d); and (2) shall be made by an officer or legal counsel, as applicable, Opinion of Counsel to the Issuer except in cases where TIA § 314(d) requires effect that such certificate or opinion be made accompanying documents constitute all documents required by an independent PersonTIA Section 314(d). The Trustee may, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) 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. Notwithstanding anything the foregoing, if this Indenture has not been qualified under the TIA and is not required to be qualified under the contrary in this Section 7.04TIA at the time of any release of Collateral, then the Issuer and its Subsidiaries Company shall not be required to comply furnish the documents and Opinions of Counsel required by this Section 12.05(d) if such release of Collateral is effected pursuant to Section 12.04(a)(6) or Section 12.04(a)(7)(B) hereof. (e) If any Collateral is released in accordance with all this Indenture, the Intercreditor Agreement or any portion of Security Document at a time when the Trustee is not itself also the Collateral Trustee and if the Company has delivered the certificates and documents required by the Security Documents and this Sections 14.02, the Trustee shall determine whether it has received all documentation required by TIA Section 314(d) of the Trust Indenture Act if they determine in good faithconnection with such release and, based on such determination and the advice Opinion of counselCounsel delivered pursuant to Section 14.02, that under the terms of that section and/or any interpretation or guidance as shall deliver a certificate to the meaning thereof of the SEC and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant 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 SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under Collateral Trustee setting forth such indenture in the ordinary course of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessdetermination.

Filing, Recording and Opinions. (a) The Issuer shall Issuers will comply with the provisions of TIA § 314 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 applicablenot 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 an Issuer or any other Person). To Following such qualification, to the extent applicablethe Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuer shall cause TIA § 313(b), relating Issuers will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach September 30. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 11.04 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereofany person that is required to deliver an 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 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) Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counselOfficer of an Issuer, as applicable, of the Issuer except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeexpert. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its their Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 the relevant any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting . (d) Upon the generality request of the foregoingTrustee, certain no action letters issued by the SEC have permitted Trustee shall be entitled to rely on an indenture qualified under the Trust Indenture Act to contain provisions permitting the release Officer’s Certificate and an Opinion of collateral from Liens under such indenture Counsel in the ordinary course respect of any matter in furtherance of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited foregoing transactions contemplated by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessSection 11.05. SECTION 11.06. [Intentionally omitted.]

Filing, Recording and Opinions. (a) The Issuer Company shall comply with the provisions of TIA § 314 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 applicablenot required as set forth in any Commission regulation or interpretation (including any no-action letter issued by the Staff of the Commission, whether issued to the Company or any other Person). To Following the qualification of this Indenture under the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuer will furnish such opinion promptly after each December 31 beginning with December 31, 2021, and in any event prior to each March 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 Sections 13.03 and 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 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 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 and if the Company has delivered the certificates and documents required by the Security Documents and Sections 13.03 or 13.04, as applicable, the Issuer shall cause Trustee will determine whether it has received all documentation required by TIA § 313(b)Section 314(d) in connection with such release and, relating based on such determination and the Opinion of Counsel delivered pursuant to reportsSections 13.03 and 13.04, TIA § 314(b)will, relating to opinionsupon request, and TIA § 314(d), relating deliver a certificate to the release of property or securities subject to Trustee and the Lien of the Security Documents, to be complied with. Collateral Agent setting forth such determination. (c) Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counsel, as applicable, Officer of the Issuer or any of its Affiliates, except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeexpert. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (cd) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act TIA if they determine determine, in good faith, faith based on the advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section 314(d) of the Trust Indenture Act TIA is inapplicable to the released Collateral. Without limiting . (e) Upon the generality request of the foregoingTrustee, certain no action letters issued by the SEC have permitted Trustee shall be entitled to rely on an indenture qualified under the Trust Indenture Act to contain provisions permitting the release Officer’s Certificate and an Opinion of collateral from Liens under such indenture Counsel in the ordinary course respect of any matter in furtherance of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited foregoing transactions contemplated by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessSection 13.02.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 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 applicablenot required as set forth in any Commission regulation or interpretation (including any no-action letter issued by the Staff of the Commission, whether issued to the Issuer or any other Person). To Following such qualification, to the extent applicablethe 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 shall cause TIA § 313(b), relating will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach December 30. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 11.04 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereof. Any any Person that is required to deliver an 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 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) shall be made by an officer or legal counselin connection with such release and, as applicablebased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, of the Issuer except in cases where TIA § 314(d) requires that such will, upon request, deliver a certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Collateral Agent setting forth such determination. Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 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 applicablenot required as set forth in any Commission regulation or interpretation (including any no-action letter issued by the Staff of the Commission, whether issued to the Issuer or any other Person). To Following such qualification, to the extent applicablethe 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 shall cause TIA § 313(b), relating will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach December 30. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 11.04 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereof. Any any Person that is required to deliver an 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 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) shall be made by an officer or legal counselin connection with such release and, as applicablebased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, of the Issuer except in cases where TIA § 314(d) requires that such will, upon request, deliver a certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Collateral Agent setting forth such determination. Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall Issuers will comply with the provisions of TIA § 314 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 applicablenot 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 an Issuer or any other Person). To Following such qualification, to the extent applicablethe Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuer shall cause TIA § 313(b), relating Issuers will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach September 30. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 11.04 hereof shall will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereofany person that is required to deliver an 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 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) Any certificate or opinion required by TIA § Section 314(d) shall of the Trust Indenture Act may be made by an officer or legal counselOfficer of an Issuer, as applicable, of the Issuer except in cases where TIA § Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeexpert. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Issuers and its their Subsidiaries shall will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 the relevant any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting . (d) Upon the generality request of the foregoingTrustee, certain no action letters issued by the SEC have permitted Trustee shall be entitled to rely on an indenture qualified under the Trust Indenture Act to contain provisions permitting the release Officer’s Certificate and an Opinion of collateral from Liens under such indenture Counsel in the ordinary course respect of any matter in furtherance of the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited foregoing transactions contemplated by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessSection 11.05.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall will be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 12.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.0412.04, the Issuer and its Subsidiaries shall 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 the 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 the relevant 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 SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of businessbusiness as permitted by Section 4.08; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s business.

Filing, Recording and Opinions. (a) The Issuer shall comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § §313(b), relating and, following qualification of this Indenture pursuant to reportsthe TIA, if applicable, TIA § 314(b), relating to opinions, and TIA § §314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries the Guarantors shall not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of this Indenture pursuant to the foregoingTIA, certain no action letters issued by to the SEC have permitted extent the 106 Issuer is required to furnish to the Trustee an indenture qualified under Opinion of Counsel pursuant to TIA §314(b)(2), the Trust Indenture Act Issuer shall furnish such opinion prior to contain provisions permitting the each December 3. Any release of collateral from Collateral permitted by Section 11.04 hereof or the Security Documents will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course of the issuer’s business without requiring the issuer contravention thereof and any person that is required to provide certificates and other documents under deliver a certificate or opinion pursuant to Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee shall determine whether it may own or under which it may be operating; (ivhas received all documentation required by TIA §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, replacingif any, changing the location or position of and adding shall, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer In the event that this Indenture shall be required to be qualified, and shall be so qualified, pursuant to the TIA, the Company will comply with the provisions of TIA § 314 §314(b) and 314(d), except to the extent applicablenot 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 Company or any other Person). To Following such qualification, if any, to the extent applicablethe Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), the Issuer shall cause TIA § 313(b), relating Company will furnish such opinion not more than 60 but not less than 30 days prior to reports, TIA § 314(b), relating to opinions, and TIA § 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied witheach May 31. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 10.04 hereof shall will be deemed not to impair the Liens under this the Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) thereof and, in the event that this Indenture shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04, the Issuer and its Subsidiaries shall not be required to comply with all be qualified, and shall be so qualified, pursuant to the TIA, any person that is required to deliver an Officers’ Certificate or any portion Opinion of Counsel pursuant to Section 314(d) of the Trust Indenture Act if they determine in good faithTIA, based on shall be entitled to rely upon the advice foregoing as a basis for delivery of counselsuch certificate or opinion. The Trustee may, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the SEC foregoing provisions the appropriate statements contained in such documents and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant portion Opinion of Section 314(dCounsel. (b) of the Trust Indenture Act If any Collateral is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no action letters issued by the SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document and if the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Company has delivered the Lien of certificates and documents required by the Security Documents that and Section 10.04, the Trustee will determine whether it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited has received all documentation required by this Indenture in connection with such release and, based on such determination and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in Opinion of Counsel delivered pursuant to Section 10.04, will, upon request, deliver a certificate to the Issuer’s businessCollateral Agent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall Company will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Company except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereofexpert. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer Company and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Upon such determination, the generality Company shall deliver an Officers’ Certificate to the Trustee stating that all or any portion of the foregoingTIA §314(b) is inapplicable to the released Collateral. To the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), certain no action letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act Company will furnish such opinion prior to contain provisions permitting the each December 1. (b) Any release of collateral from Collateral permitted by Section 12.05 hereof or the Collateral Agreements will be deemed not to impair the Liens under such indenture this Indenture and the Collateral Agreements in the ordinary course of the issuer’s business without requiring the issuer contravention thereof and any person that is required to provide certificates and other documents under Section deliver a certificate or opinion pursuant to §314(d) of the Trust TIA or otherwise under this Indenture Actor the Collateral Agreements, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (c) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any Collateral Agreement at a time when the Trustee is not itself also the Noteholder Collateral Agent and if the Company has delivered the certificates and documents required by the Collateral Agreements and permitted to be delivered by Section 12.04 (if any), 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 the Security Documents; (iii) surrendering or modifying any franchiseCounsel delivered pursuant to Section 12.04, license or permit subject if any, will, upon request, deliver a certificate to the Lien of the Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Noteholder Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall To the extent applicable, Casella will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § §313(b), relating to reports, and, following qualification of this Indenture under the TIA § 314(b(if required), relating to opinions, and TIA § §314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer Casella except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent Casella is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2), Casella will furnish such opinion prior to each July 9. For the avoidance of doubt, if this Indenture is not qualified under the TIA, Casella shall not be required to comply with §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 7.03 10.05 or Section 10.09 hereof shall or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof thereof and thereof. Any any Person that is required to deliver a certificate or opinion required by TIA § pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be made by an officer or legal counsel, entitled to rely upon the foregoing as applicable, a basis for delivery of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Personopinion. The Trustee may, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trusteeextent 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. (c) Notwithstanding anything to the contrary in Following qualification of this Section 7.04, the Issuer and its Subsidiaries shall 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 the advice of counsel, that under the terms of that section and/or TIA (if required), if any interpretation or guidance as to the meaning thereof of the SEC and its staff, including ‘‘no action’’ letters or exemptive orders, all or the relevant portion of Section 314(d) of the Trust Indenture Act Collateral is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain no action letters issued by the SEC 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 the issuer’s business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. The Issuer and the Guarantors may, subject to the provisions of this Indenture, among other things, without any release or consent by the Collateral Agent, conduct ordinary course activities accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Second Lien of Agent and if Casella has delivered the certificates and documents required by the Security Documents and permitted to be delivered by Section 10.05 (if any), 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 10.05, if any, will, upon request, deliver a certificate to the Second Lien Agent setting forth such determination. (d) Casella shall deliver an Officer’s Certificate to the Second Lien Agent within 30 calendar days following the end of each six-month period beginning on each Interest Payment Date, to the effect that it may own all such releases and withdrawals during the preceding six-month period (or under which it may be operating; (iv) alteringsince the Issue Date, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part case of the Collateral in the ordinary course of business that are first such Officer’s Certificate) under Section 10.05(c), were not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessIndenture.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating in each case following qualification of this Indenture pursuant to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of this Indenture pursuant to the foregoingTIA, certain no action letters issued 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 prior to each December 3. Any release of Collateral permitted by Section 11.04 hereof or the SEC have permitted an indenture qualified Security Documents will be deemed not to impair the Liens under the Trust Indenture Act and the Security Documents in contravention thereof and any person that is required to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer’s business without requiring the issuer deliver a certificate or opinion pursuant to provide certificates and other documents under Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by TIA §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, replacingif any, changing the location or position of and adding will, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.

Filing, Recording and Opinions. (a) The Issuer shall will comply with the provisions of TIA § 314 to the extent applicable. To the extent applicable, the Issuer shall cause TIA § 313(b), relating to reports, TIA § §314(b), relating to opinions, ) and TIA § §314(d), relating in each case following qualification of this Indenture pursuant to the release of property or securities subject to the Lien of the Security Documents, to be complied withTIA. Any certificate or opinion required by TIA § §314(d) shall may be made by an officer or legal counsel, as applicable, Officer of the Issuer except in cases where TIA § §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or expert, who shall be reasonably satisfactory to the Trustee. (b) Any release of Collateral permitted by Section 7.03 hereof shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention hereof and thereof. Any certificate or opinion required by TIA § 314(d) shall be made by an officer or legal counsel, as applicable, of the Issuer except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by or reasonably satisfactory to the Trustee. (c) Notwithstanding anything to the contrary in this Section 7.04herein, the Issuer and its Subsidiaries shall the Guarantors will not be required to comply with all or any portion of Section TIA §314(d) of the Trust Indenture Act if they determine determine, in good faith, faith based on the 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 SEC Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or the relevant any portion of Section TIA §314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting Following the generality qualification of this Indenture pursuant to the foregoingTIA, certain no action letters issued by to the SEC have permitted extent the Issuer is required to furnish to the Trustee an indenture qualified under Opinion of Counsel pursuant to TIA §314(b)(2), the Trust Indenture Act Issuer will furnish such opinion prior to contain provisions permitting the each October 20. Any release of collateral from Collateral permitted by Section 11.04 hereof or the Security Documents will be deemed not to impair the Liens under such indenture this Indenture and the Security Documents in the ordinary course of the issuer’s business without requiring the issuer contravention thereof and any person that is required to provide certificates and other documents under deliver a certificate or opinion pursuant to Section 314(d) of the Trust TIA or otherwise under this Indenture Actor the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Issuer and the Guarantors Trustee may, subject to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions of this Indenture, among other things, without the appropriate statements contained in such documents and opinion. (b) If any release or consent by the Collateral Agent, conduct ordinary course activities is released in accordance with respect to the Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of Security Document at a time when the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to Trustee is not itself also the Lien of Collateral Agent and if the Issuer has delivered the certificates and documents required by the Security Documents that and permitted to be delivered by Section 11.04 (if any), the Trustee will determine whether it may own or under which it may be operating; (ivhas received all documentation required by TIA §314(d) alteringin connection with such release and, repairingbased on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, replacingif any, changing the location or position of and adding will, upon request, deliver a certificate to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Issuer’s businessAgent setting forth such determination.