Common use of Filings and Opinions Clause in Contracts

Filings and Opinions. (a) On or prior to the Closing Date the Company will cause the Memorandum of Trust and the Memorandum of Lease, each dated the Closing Date, covering the Items of Equipment and related Leases described in the Indenture Supplement dated the Closing Date to be duly filed and recorded with the STB pursuant to 49 U.S.C. Section 11301 and deposited in the office of the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act. The Company will furnish to the Trustee evidence of such filing and recordation. (b) Each Indenture Supplement and Memorandum of Lease executed pursuant to Section 9.11(b) or 9.14 shall also cover all Leases not covered by any Memorandum of Lease previously filed as described in Section 9.13(a) or (b). Within 90 days of the end of each fiscal year of the Company, the Company shall deliver to the Trustee an Indenture Supplement for execution pursuant to Section 5.07, and a Memorandum of Lease (covering all Leases, if any, executed by the Company not covered by a Memorandum of Lease that has been filed as described in this sentence or under Section 9.13(a)) duly executed by the Company and cause such Memorandum of Lease to be duly filed and recorded with the STB pursuant to 49 U.S.C. Section 11301 and deposited in the office of the Registrar General of Canada pursuant to Section 105 of the Canada Transport Act; provided that if any Memorandum of Lease has been so filed pursuant to Section 9.11 or 9.14 during the three-month period immediately following the end of such fiscal year, no filing of any additional Memorandum of Lease or delivery of such an Indenture Supplement will be required pursuant to this paragraph with respect to such fiscal year. The Company shall also cause a financing statement or statements with respect to the Leases covered by such Indenture Supplement to be filed in such place or places as are necessary in order to evidence and perfect the interests of the Trustee therein and shall deliver to the Trustee evidence of such filings. (c) The Company agrees to record and file in accordance with the terms of this Indenture, at its own expense, each Memorandum of Trust and Memorandum of Lease and financing statements (and continuation statements when applicable) with respect to the Indenture Estate now existing or hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the Lien created hereunder in the Indenture Estate, and to promptly deliver a filed stamped copy of each such financing statement or other evidence of filing or recordation to the Trustee. (d) The Company shall deliver to the Trustee (i) within 90 days after the end of each fiscal year of the Company, an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, as to the due filing of financing statements with the appropriate filing offices and the due filing with the STB pursuant to 49 U.S.C. Section 11301 and the deposit in the office of the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act of each Memorandum of Trust and each Memorandum of Lease covering Replacement Items of Equipment subject to the Lien of this Indenture and Leases executed by the Company, in each case, since the later of the Closing Date and the date of the last such Opinion of Counsel delivered to the Trustee and (ii) at any time that the number of Replacement Items of Equipment not covered by such an Opinion of Counsel totals at least 25, an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee, as to the due filing of financing statements with the appropriate filing offices and the due filing with the STB pursuant to 49 U.S.C. Section 11301 and deposit in the office of the Registrar General of Canada pursuant to Section 105 of the Canada Transportation Act of each Memorandum of Trust and each Memorandum of Lease covering such Replacement Items of Equipment and Leases. (e) If at any time Mexico, one or more states in Mexico, or any of the Canadian provinces establishes a state or provincial or other system for filing and perfecting the security interests of entities such as the Trustee, at the time that the Company takes such action with respect to other equipment similar to the Equipment and also upon the request of the Trustee (given at the request of a Majority in Interest), the Company shall cause any and all of the Operative Agreements to be recorded with or under such system and shall cause all other filings and recordings and all such other action required under such system to be effected and taken, in order to perfect and protect the right, title and interests of the Trustee.