Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May 15, 2016, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect and perfect, to the extent such protection, preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering registering, filing and filing perfection of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien Liens intended to be created by the Security DocumentsCollateral Agreements, and reciting with respect to the security interests in the Collateral, the details of such action; or or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien Liens effective and/or perfectedand (iii) the due execution and enforceability (subject to customary exceptions) of the Indenture, the Senior Notes, the Subsidiary Guarantees, the Collateral Agreements and the Related Agreements. (b) The Company will shall furnish to the Collateral Agent and the Trustee on May 15 September 30 in each year beginning with May 15, 20162001, an Opinion of Counsel, dated as of such date, either: either (1i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, perfecting, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien Liens of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are givenAgreements, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Senior Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Collateral Agreements with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Subsidiary Guarantors shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, Pledge Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will shall furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May September 15, 20161998, and on each September 15 thereafter until the date upon which the balance of Available Funds (as defined in the Pledge Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: satisfying the requirements of TIA Section 314(b) and either (1i) stating that (A) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or statements, and other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents Pledge Agreement and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, given and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Pledge Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLien.

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or Agreements or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) effective. The Company will shall furnish to the Collateral Agent and the Trustee on May 15 April 3 in each year beginning with May 15April 3, 20162003, an Opinion of Counsel, dated as of such date, either: either (1i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are givenAgreements, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent Securities and the Trustee hereunder and under the Security Documents Agreements with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May 15, 20162013, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect and perfect, to the extent such protection, preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, other than as set forth in the Post-Closing Agreement (including other post-closing agreements set forth in Section 4.22 hereof) in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security DocumentsCollateral Agreements, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 or within one month of December 1 in each year beginning with May 15December 1, 20162010, an Opinion of Counsel, dated as of such date, Counsel either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents Collateral Agreements and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Collateral Agreements with respect to the security interests in the Collateral;; or (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Company will otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Company will Issuers shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, Agreement and reciting with respect to the security interests in the Collateral, the details of such action; or , except for the filing of any necessary UCC-1 financing statements, or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will Issuers shall furnish to the Collateral Escrow Agent and the Trustee on May 15 in each year beginning with May 15July 30, 2016, 1997 (unless on such date the balance of the Interest Escrow Account shall be zero) an Opinion of Counsel, dated as of such date, either: either (1) (Ai) stating that, except for the filing of any necessary UCC-1 financing statements, (A) in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is are necessary to maintain and/or perfect the Lien of the Security Documents Agreement and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, 101 given and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent Securities and the Trustee hereunder and under each of the Security Collateral Documents with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will Issuers shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will Issuers shall furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May 15, 20162003, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Collateral Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; oror 133 (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May 15, 20162021, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect and perfect, to the extent such protection, preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or Agreements or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) effective. The Company will shall furnish to the Collateral Agent and the Trustee on May 15 ---------- in each year beginning with May 15-----------, 20162003, an Opinion of Counsel, dated as of such date, either: either (1i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are givenAgreements, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent Securities and the Trustee hereunder and under the Security Documents Agreements with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, all action will have been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfected. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 in each year beginning with May 15, 20162021, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect and perfect, to the extent such protection, preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security DocumentsPledge Agreement and the Note Pledge Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will shall furnish to the Collateral Agent and the Trustee on May 15 in December 20, 1997, and on each year beginning with May 15, 2016December 20 thereafter, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Documents Pledge Agreement and the Note Pledge Agreement and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, given and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Pledge Agreement and the Note Pledge Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment.

Recording and Opinions. (a) The Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, other than as set forth in the Collateral Documents, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delawaresubject to customary qualifications, assumptions and exceptions, all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Security Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, subject to customary qualifications, assumptions and exceptions, no such action is necessary to make such Lien effective and/or perfectedeffective. (b) The Company will furnish to the Collateral Agent and the Trustee on May 15 or within one month of December 1 in each year beginning with May 15December 1, 20162010, an Opinion of Counsel, dated as of such date, Counsel either: (1) (A) stating that, in the opinion of such counsel, subject to customary qualifications, assumptions and exceptions, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Security Collateral Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, subject to customary qualifications, assumptions and exceptions, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Collateral Documents with respect to the security interests in the Collateral;; or (2) stating that, in the opinion of such counsel, subject to customary qualifications, assumptions and exceptions, no such action is necessary to maintain such Lien and assignment. (c) The Company will otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Company will shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering registering, filing and filing perfection of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien Liens intended to be created by the Security DocumentsCollateral Agreements, and reciting with respect to the security interests in the Collateral, the details of such action; or or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien Liens effective and/or perfectedand (iii) the due execution and enforceability (subject to customary exceptions) of this Indenture, the Senior Notes, the Subsidiary Guarantees, the Collateral Agreements and the Related Agreements. (b) The Company will shall furnish to the Collateral Agent and the Trustee on May 15 September 30 in each year beginning with May 15, 20162001, an Opinion of Counsel, dated as of such date, either: either (1i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, perfecting, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien Liens of the Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are givenAgreements, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Senior Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Collateral Agreements with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Subsidiary Guarantors shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company will Issuers shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware, counsel all action will have has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the lien and perfect the Lien security interest intended to be created by the Security DocumentsParticipation Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective and/or perfectedlien and security interest effective. (b) The Company will Issuers shall furnish to the Collateral Agent Agents and the Trustee on May 15 in each year beginning with May 15, 20162001, an Opinion of Counsel, dated as of such date, either: either (1i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and/or perfect the Lien lien and security interest of the Security Documents Participation Agreement and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, 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 12 months fully to preserve, protect preserve and perfectprotect, to the extent such protection, protection and preservation and perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents Participation Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien lien and security interest and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA Section 314(b).