Common use of Recording, Etc Clause in Contracts

Recording, Etc. The Company will cause, at its own expense, the Security Documents and all amendments and supplements thereto, to be registered, recorded and filed and/or re-registered, recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect the Lien of the Security Documents on all parts of the Collateral and to effectuate and preserve the security of the Holders and all rights of the Trustee. The Company shall furnish to the Trustee: (i) promptly after the execution and delivery of the Indenture an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and (ii) within 30 days after each anniversary date of the execution and delivery of the Indenture, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent necessary to maintain the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company shall cause Section 314(d) of the TIA relating to the release of property from the Lien of the Security Documents to be compiled with to the extent applicable. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIA.

Recording, Etc. (a) The Company will causeCo-Issuers and the Mortgaged Vessel Guarantors shall take or cause to be taken all action necessary or required to perfect, at its own expensemaintain, preserve and protect the Security Documents Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Ship Mortgages and all amendments and supplements theretoother instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property to be registeredpromptly recorded, recorded registered and filed, and at all times to be kept recorded, registered and filed, and shall execute and file such financing statements and cause to be issued and filed and/or re-registeredsuch continuation statements, recorded, re-filed and renewed all in such manner and in such place or places, if any, places as may be required by law in order fully to preserve and protect the Lien rights of the Holders, the Trustee and the Collateral Trustee under this Indenture and the Security Documents on to all parts of property comprising the Collateral and to effectuate and preserve the security of the Holders and all rights of the TrusteeCollateral. The Company Co-Issuers and the Mortgaged Vessel Guarantors shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. (b) The Co-Issuers shall furnish to the Trustee and Collateral Trustee: (i) promptly after at the time of execution and delivery of the Indenture an Opinion this Indenture, Opinion(s) of Counsel either (a) stating to the effect that, in the opinion of such counsel, this Indenture and the assignment grant of a Security Interest in the Collateral intended to be made by the each Security Documents Document and all other instruments of further assurance or amendment assignment have been properly recorded, registered recorded and filed to the extent necessary to make effective perfect the Lien intended to be Security Interests created by the each such Security Documents, Document and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien and assignment effectiveaction; and (ii) within 30 days after July 1 in each anniversary date of the execution and delivery of the Indentureyear, beginning with July 1, 2010, an Opinion Opinion(s) of Counsel Counsel, dated as of such date, either (a) stating that, to the effect that in the opinion of such counsel, this Indenture such action has been taken with respect to the recordings, filings, re-recordings, and the assignment refilings of the Collateral intended to be made by the Security Documents and all financing statements, continuation statements or other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent as is necessary to maintain the Lien intended to be created by Security Interests of each of the Security Documents, Documents and reciting with respect to such Security Interests the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company shall cause Section 314(d) of the TIA relating to the release of property from the Lien of the Security Documents to be compiled with to the extent applicable. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIAInterests.

Recording, Etc. The Company will causeCompany, at its own expense, shall cause the Security Documents and this Indenture and all amendments and or supplements thereto, to be registered, recorded and filed and/or or re-registered, recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect the Lien Liens of the Security Documents on all parts of the Collateral and to effectuate and preserve the security therein of the Holders Securityholders and all rights of the Trustee. The Company shall furnish to the TrusteeTrustee and the Collateral Agent: (i) promptly after the execution and delivery of the Indenture Security Documents, an Opinion of Counsel either (a) stating to the effect that, in the opinion of such counsel, this Indenture and the assignment assignments of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to to, the extent necessary to make effective perfect the Lien Liens intended to be created by the Security Documents, Documents in that portion of the Collateral covered thereby in which a security interest may be perfected by the filing of Uniform Commercial Code Financing Statements and reciting the details of such action and stating that as or referring to the Security Documents prior Opinions of Counsel in which such recordingdetails are given, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders Securityholders and the Trustee with respect to the Liens hereunder and under the Security Documents, or (b) stating to the effect that, in the opinion of such counsel, no such action is necessary to make perfect such Lien and make such assignment effective; and (ii) within 30 days after February 28 in each anniversary year beginning with the year following the date of the execution and delivery of the Indenturehereof, an Opinion of Counsel Counsel, dated as of such date, either (a) stating to the effect that, in the opinion of such counsel, this Indenture such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other necessary to maintain the assignment perfected Lien of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to as is Security Documents in that portion of the extent necessary to maintain the Lien intended to Collateral covered thereby in which a security interest may be created perfected by the Security Documents, filing of Uniform Commercial Code Financing Statements and reciting with respect to such Liens the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders Securityholders and the Trustee hereunder and under the Security DocumentsDocuments with respect to the Liens, or (b) stating to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lienperfected Lien and assignment. The release of any Collateral from the terms hereof and of the Security Documents and the Intercreditor Agreement or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the Security Documents and the Intercreditor Agreement or pursuant to the terms hereof. The Trustee and each of the Securityholders acknowledge that a release of Collateral or Liens in accordance with the terms of the Security Documents and the Intercreditor Agreement or the terms hereof will not be deemed for any purpose to be an impairment of the security under this Indenture. To the extent applicable, the Company and each obligor on the Securities, including the Guarantors, shall cause Section TIA ss. 314(d) of the TIA relating to the release of property or securities from the Lien of the Security Documents Agreements to be compiled with to the extent applicablecomplied with. Any certificate or opinion required by Section TIA ss. 314(d) of the TIA may be made by an Officer of the Company to the extent permitted by Section Officer, except in cases which TIA ss. 314(d) of the TIArequires that such certificate or opinion be made by an independent person.

Recording, Etc. The Company will cause, at its own expense, this Indenture, the Security Documents and all amendments and supplements thereto, to be registered, recorded and filed and/or re-registered, recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law in order fully to preserve and protect the Lien lien of the Security Documents on all parts of the Collateral and to effectuate and preserve the security of the Holders and all rights of the Trustee. The Company shall furnish to the Trustee: (i) promptly after the execution and delivery of the Indenture an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien lien intended to be created by the Security Documents, and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien lien and assignment effective; and (ii) within 30 days after each anniversary date of the execution and delivery of the Indenture, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent necessary to maintain the Lien lien intended to be created by the Security Documents, and reciting the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lienlien. 66 The Company shall cause Section 314(d) of the TIA relating to the release of property from the Lien lien of the Security Documents to be compiled complied with to the extent applicable. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIA.

Recording, Etc. The Company and the Subsidiary Guarantors will cause, at its own expense, cause the Security applicable Collateral Documents and any financing statements, all amendments or supplements to each of the foregoing and supplements theretoany other similar security documents as necessary, to be registered, recorded and filed and/or re-registered, re recorded, re-re filed and renewed in such manner and in such place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect (a) the Lien on the Collateral securing (for the benefit of the Holders) the obligations under the Notes, (b) the Lien of the Security Documents on all parts Subsidiary Guarantors securing (for the ratable benefit of the Collateral Holders) the guaranteed obligations under the Indenture and to effectuate and preserve the security of the Holders and all rights of the TrusteeTrustee under the Indenture and the Collateral Documents. The Company and the Subsidiary Guarantors shall furnish to the Trustee: (ia) promptly after the execution and delivery of this Fourth Supplemental Indenture, and promptly after the Indenture execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either (ai) stating that, in the opinion of such counsel, this Indenture all action has been taken with respect to the recording, registering and the assignment filing of the Indenture, all applicable Collateral intended to be made by the Security Documents Documents, financing statements and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, such Collateral Documents and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documentsaction, or (bii) stating that, in the opinion of such counsel, no such action is necessary to make any Lien created under any of the Collateral Documents effective as intended by such Lien and assignment effectiveCollateral Documents; and (iib) within 30 days after the end of a Fiscal Year in each anniversary date of the execution and delivery of the Indentureyear beginning with Fiscal Year 2005, an Opinion of Counsel Counsel, dated as of such date, either (ai)(1) 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 this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent as is necessary to maintain the Lien intended to be created by of this Indenture and the Security Documents, Collateral Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and (2) stating that that, based on all 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 twelve (12) months fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security DocumentsCollateral Documents with respect to the security interests in the Collateral, or (bii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company shall cause Section 314(d) of the TIA relating to the release of property from the Lien of the Security Documents to be compiled with to the extent applicable. Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIA.

Recording, Etc. The Company will cause(a) Parent shall, at its own expenseand shall cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, perfect, preserve and protect the Security Documents Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all amendments and supplements thereto, mortgages securing purchase money obligations delivered to the Trustee to be registeredpromptly recorded, recorded registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed and/or re-registeredsuch continuation statements, recorded, re-filed and renewed all in such manner and in such place or places, if any, places as may be required by law in order fully to preserve and protect the Lien of the Security Documents on all parts of the Collateral and to effectuate and preserve the security rights of the Holders and the Trustee under this Indenture and the Security Documents to all rights of property comprising the Trustee. The Company Collateral. (b) Issuer shall furnish or cause to be furnished to the Trustee: (i) promptly after at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the Indenture an Opinion form of the opinions of counsel delivered on the Issue Date to the Initial Purchasers; (ii) to the extent as would be required by the TIA, within 30 days after the Issue Date, Opinion(s) of Counsel either (a) stating substantially to the effect that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Indenture, each Security Documents Document and all other instruments of further assurance or amendment assignment have been properly recorded, registered and filed to the extent necessary to make effective per- fect or create the Lien intended to be Security Interests created by the each such Security Documents, Document and reciting the details of such action action, and stating that as to the Security Documents Interests created pursuant to each such recordingSecurity Document, registering such recordings, registerings and filing filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; and (iii) within 30 days after May 19 in each year beginning with May 19, 2004, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements instruments have been executed and and/or filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under each of the Security DocumentsDocuments with respect to the Security Interests, or (b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and (ii) within 30 days after each anniversary date of the execution and delivery of the Indenture, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent necessary to maintain the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (b) stating effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company Security Interests. (c) Parent shall, and shall cause Section 314(d) each other Pledgor to, take or cause to be taken all action required or desirable to maintain, perfect, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, mortgages, other instruments of the TIA relating further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the release of property from the Lien of the Security Documents Trustee to be compiled with to promptly recorded, registered and filed in every jurisdiction where Parent or each other Pledgor takes such action for the extent applicable. Any certificate benefit of a prior lienholder or opinion required by Section 314(d) has knowledge of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIAsuch action being taken.

Recording, Etc. (a) The Company will causeIssuer and each other Guarantor shall take or cause to be taken all action required or desirable to maintain, at its own expenseperfect, preserve and protect the Security Documents and all amendments and supplements theretoInterests in the Collateral granted by the Collateral Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any Collateral Documents, other instruments of further assurance, including, without limitation, continuation statements related to After-Acquired Property to be registeredpromptly recorded, recorded registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed and/or re-registeredsuch continuation statements, recorded, re-filed and renewed all in such manner and in such place or places, if any, places as may be required by law in order fully to preserve and protect the Lien of the Security Documents on all parts of the Collateral and to effectuate and preserve the security of the Holders and all rights of the Trustee. The Company shall furnish to the Trustee: (i) promptly after the execution and delivery of the Indenture an Opinion of Counsel either (a) stating that, in the opinion of such counsel, this Indenture and the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder under this Indenture and under the Security Collateral Documents to all property comprising the Collateral. The Issuer shall from time to time promptly pay and discharge all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, or any amendments thereto and any other instruments of further assurance. (b) stating The Issuer shall furnish or cause to be furnished to the Trustee: (i) on the date hereof, Opinion(s) of Counsel either substantially to the effect that, in the opinion of such counsel, no such action is this Indenture, each Collateral Document and all other instruments of further assurance or assignment have been properly filed to the extent necessary to make perfect or create the Security Interests created by each such Lien Collateral Document, and assignment effectivereciting the details of such action, and stating that as to the Security Interests created pursuant to each such Collateral Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof; and (ii) within 30 days after April 30 in each anniversary date of the execution and delivery of the Indentureyear beginning with April 30, 2005, an Opinion of Counsel Counsel, dated as of such date, either (a) stating to the effect that, in the opinion of such counsel, this Indenture such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and the assignment refilings of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly registered, recorded, filed, re-registered, re-recorded and re-filed to the extent as is necessary to maintain the Lien intended to be created by validity, enforceability and perfection of the Security Interests of each of the Collateral Documents, and reciting with respect to such Security Interests the details of such action and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, (or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. The Company shall cause Section 314(d) of the TIA relating to the release of property from the Lien of the Security Documents to be compiled with to the extent applicable. Any certificate that further action is required to be taken within the next twelve months, details of such further action) or opinion required by Section 314(d) referencing prior Opinions of the TIA may be made by an Officer of the Company to the extent permitted by Section 314(d) of the TIACounsel in which such details are given.