Common use of Filing, Recording and Opinions Clause in Contracts

Filing, Recording and Opinions. The Company will comply with the provisions of Sections 314(b) and 314(d) of the TIA, in each case following qualification of this Indenture pursuant to the TIA. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel.

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Twenty-Fourth Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Twenty-Fourth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Twenty-Fourth Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Twenty-Eighth Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Twenty-Eighth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Twenty-Eighth Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Eighteenth Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Eighteenth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Eighteenth Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Twenty-Third Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Twenty-Third Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Twenty-Third Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Twenty-Seventh Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Twenty-Seventh Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Twenty-Seventh Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Sixteenth Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Sixteenth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Sixteenth Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. (a) The Company Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Fifteenth Supplemental Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or opinion required interpretation (including any no-action letter issued by Section 314(d) the Staff of the TIA may be made by an Officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Issuer or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company Issuer will furnish such opinion not more than 60 but not less than 30 days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Fifteenth Supplemental Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Officer’s Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officer’s Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Fifteenth Supplemental Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such determination. (d) [Reserved].

Filing, Recording and Opinions. The (a) To the extent applicable, the Company will comply with the provisions of Sections 314(b) and Section 314(d) of the TIATrust Indenture Act, in each case following qualification of this Indenture pursuant relating to the TIArelease of property and to the substitution therefor of any property to be pledged as collateral for the Notes. Any certificate or opinion required by Section 314(d) of the TIA Trust Indenture Act may be made by an Officer officer of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuers Company and the Subsidiary Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA Trust Indenture Act if they determine, in good faith based on advice of counsel (which may be internal outside counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘“no action’’ ” letters or exemptive orders, all or any portion of Section 314(d) of the TIA Trust Indenture Act is inapplicable to the released Notes Collateral. Following . (b) If any Notes 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 qualificationrelease and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.05, will, upon request, deliver a certificate to the extent the Collateral Agent setting forth such determination. (c) The Company is required to furnish will deliver to the Trustee an within 120 days after the end of each fiscal year, the Opinion of Counsel required pursuant to Section 314(b)(2) of the TIA, the Company will furnish such opinion not more than 60 but not less than 30 days prior to each June 30. Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will be deemed not to impair the Liens under this Trust Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of CounselAct.

Filing, Recording and Opinions. (a) The Company will shall comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d) of the TIA), in each case following qualification of this Indenture pursuant to the TIA. Any certificate Trust Indenture Act, except to the extent such compliance is not required as set forth in any SEC regulation or opinion required rule or in any interpretation by Section 314(d) the SEC or by the Staff of the TIA may be made SEC of such provisions, regulation or rule (including in any no-action or interpretive letter or exemptive order issued by an Officer the SEC or by the Staff of the Company except in cases where Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineerSEC, appraiser or other expert, who shall be reasonably satisfactory whether issued to the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all Company or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counselother Person), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including ‘‘no action’’ letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2) of the TIA), the Company will shall furnish such opinion not more than 60 60, but not less than 30 30, days prior to each June September 30. . (b) Any release of Collateral permitted by Section 11.04 and this Section 11.05 hereof will 12.04 shall be deemed not to impair the Liens under this Indenture and the Security Documents Collateral Agreements in contravention thereof and any person Person that is required to deliver an Officers’ Certificate or Opinion of Counsel pursuant to Section 314(d) of the TIA, Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate Officers’ Certificate or opinionOpinion of Counsel. The Trustee mayshall, to the extent permitted by Section 7.01 and 7.02 hereof7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and Officers’ Certificate or Opinion of Counsel. (c) If any Collateral is released in accordance with this Indenture or any Collateral Agreement, the Trustee, upon receipt of all documentation required by Trust Indenture Act Section 314(d) in connection with such release as set forth in the Opinion of Counsel delivered pursuant to Section 12.04(a), upon which the Trustee shall be permitted to conclusively rely, will, upon request of the Collateral Agent or the Company, deliver a certificate to the Collateral Agent and the Company acknowledging such receipt.