Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens, including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Second Priority Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchasers or their agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Pari Passu Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders and other Pari Passu Secured Parties except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral Agreements.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company and FEEC shall, and FEEC shall cause each of the Subsidiary Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to any of the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany shall furnish to each Holder, at its sole cost such time as would be required by TIA Section 314(b) if the TIA were applicable hereto, and expensepromptly after the execution and delivery of any other instrument of further assurance or amendment granting, take perfecting, protecting, preserving or cause making effective a security interest pursuant to be taken all commercially reasonable action required to perfect any Security Document, an Opinion of Counsel either (except as expressly provided i) stating that, in the Security Documents)opinion of such counsel, maintain (with the priority required under the Security Documents), preserve this Agreement and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statementsstatements and fixture filings then executed and delivered, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documentsapplicable, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance or amendment then executed and delivered have (other than those required pursuant thereto. The Issuer will not be permitted for the Mortgage Perfection) been properly recorded, registered and filed, and all certificates evidencing securities pledged to take any actionthe Holders under the Security Agreement have been delivered and duly endorsed in blank, or omit to take any action, which the extent necessary to perfect the security interests created by this Agreement and the Security Documents and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Security Documents and such other instruments, such recording, registering, filing and delivery are the result of materially impairing only recordings, registerings, filings and deliveries necessary (together with those required for the Mortgage Perfection) to perfect such security interest with respect and that no re-recordings, re-registerings, re-filings or redeliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the Collateral rights of and perfect such security interests of the Holders under the Security Documents or (ii) stating that, in the Opinion of such Counsel, no such action (other than actions required for the benefit Mortgage Perfection) is necessary to perfect any security interest created under this Agreement, the Notes or any of the Indenture Trustee or Security Documents as intended by this Agreement, the Holders except as expressly set forth herein or the Notes and such Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Issuers shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect perfect, maintain, preserve and protect the valid and enforceable, perfected (except as expressly provided in to the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Escrow Agent as security for the Obligations contained in this Indenture, the Notes and the Collateral Documents, including superior to and prior to the rights of all third Persons, and subject to no other Liens, including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this AMERICAS 110782874 62 Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral 116 Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee Trustees under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein or herein, in the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements Collateral Agreements (or amendments of financing statementsincluding the RCF Intercreditor Agreement, continuation statements, collateral assignments the Osisko Intercreditor Agreement or any instruments of further assuranceFuture Intercreditor Agreement).

Recording and Opinions. (a) The Issuer shallPrior to the Collateral Release Date, at its sole cost and expensethe Company shall furnish to the Trustee within 120 days after the end of each fiscal year of the Company an Opinion of Counsel, take or cause to be taken all commercially reasonable action required to perfect (except dated as expressly provided of the date of delivery, stating that, in the Security opinion of such counsel, either (i) (A) all action has been taken with respect to the recording, registering, filing, rerecording and refiling of the Indenture, all supplemental indentures, the Collateral Documents), maintain (with financing statements, continuation statements or other Collateral and all other instruments as are necessary to maintain, protect and preserve the priority required Liens and the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Security Collateral 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 filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to their Liens in the Collateral, or (ii) no such action is necessary to maintain, preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments Liens and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent and the Indenture Trustee hereunder and under the Collateral Documents during such period. Such Opinion of Counsel shall be required in addition to, and not in lieu of, any Officers’ Certificate required under this Indenture and the Security Documents to all property comprising or the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).