Common use of Recording, Registration and Opinions Clause in Contracts

Recording, Registration and Opinions. The Issuers and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Obligations under applicable law other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each Issuer, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Obligations with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Company and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of each Issuerthe Company, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note the Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors Company shall furnish to the Trustee at least thirty (30) days prior to Collateral Agent on the anniversary of the Issue Date in each year, beginning with 20132005, an Opinion of Counsel, dated as of such date, which complies with TIA ss. 314(b)(2), either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingrecordings, filingregistrations, filings, re-recordingrecordings, re-registrations and refiling refilings of this Indenture or Indenture, the Security DocumentsDocuments and all supplemental indentures, as applicablefinancing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Obligations under applicable law other than any in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action as described therein to be taken and such opinion may refer or referring to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCounsel in which such details are given, and (y) stating that that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, financing statement amendments continuation statements, and continuation statements other documents have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Obligations hereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors Company shall cause a continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Obligations and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Issuer and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling re-filing of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Note Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary assumptions, qualifications and exceptions and may rely on an Officers’ Certificate of each the Issuer, and (y) stating that to the effect that, in the opinion of such counsel, on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing the Note Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary assumptions, qualifications and exceptions and may rely on an Officers’ Certificate; provided that in the case of both (x) and (y) if there is a required filing of a financing statement, financing statement amendment, continuation statement or other instrument within such 12 month period and such financing statement, financing statement amendment, continuation statement or amendment other instrument has not been filed or is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer and the Guarantors shall cause a the required financing statement, financing statement amendment, continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interestsSecurity Interests.

Recording, Registration and Opinions. The Issuers and the Guarantors Issuer shall furnish to the Trustee at least thirty (30) days prior to on the anniversary of the Issue Date in each year, beginning with 20132005, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingdelivery of Collateral, filingrecordings, registrations, filings, re-recordingrecordings, re-registrations and refiling refilings of this Indenture or Indenture, the Security DocumentsCollateral Documents and all supplemental indentures, as applicablefinancing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Collateral Documents securing Note Obligations under applicable law other than any in those items of Collateral that can be perfected by the filing, recordings, registrations or delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action as described therein to be taken and such opinion may refer or referring to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCounsel in which such details are given, and (y) stating that that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, financing statement amendments continuation statements, and continuation statements other documents have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Trustee hereunder and under the Collateral Agent securing Note Obligations Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors Issuer shall cause a continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Obligations and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors Company shall furnish to the Trustee at least thirty (30) days prior to within five Business Days of the anniversary of the Issue Date in each year, beginning with 20132006, an Opinion of Counsel, dated as of such date, either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingrecordings, filingregistrations, filings, re-recordingrecordings, re-registrations and refiling refilings of this Indenture or Indenture, the Security DocumentsDocuments and all supplemental indentures, as applicablefinancing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Permitted Second Priority Obligations under applicable law other than any in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action as described therein to be taken and such opinion may refer or referring to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCounsel in which such details are given, and (y) stating that that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, financing statement amendments continuation statements, and continuation statements other documents have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Permitted Second Priority Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors Company shall cause a continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Permitted Second Priority Obligations and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Issuer, American Commercial Lines and the Guarantors shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest (with respect to priority, first priority only after the Senior Discharge Date) subject only to Permitted Collateral Liens. The Issuer and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Note Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of each the Issuer, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection (to the extent required by the Security Documents) of the security interests of the Collateral Agent securing the Note Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Company and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note the Notes Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of each Issuerthe Company, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note the Notes Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Notes Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors shall make all filings (including financing statements, filings of continuation statements and amendments to financing statements and any instruments of further assurance that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents, or otherwise to perfect, protect and maintain (at the sole cost and expense of the Issuers) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Collateral Liens. The Issuers and the Guarantors shall furnish to the Trustee Trustee, at such time as required by TIA Section 314(b) and, as reasonably requested by the Trustee, promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, preserving or making effective a security interest or Lien pursuant to this Indenture and any Security Document, an Opinion of Counsel either (i) containing an opinion with respect to the perfection of such collateral comparable to the opinion provided in connection with the issuance of the Initial Notes with respect to such type of Collateral (subject to necessary exceptions to take into account the Suits in Admiralty Act), or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture or any of the Security Documents. The Issuers and the Guarantors shall furnish to the Trustee, at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Note Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of each Issuerthe Issuers, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection (to the extent required by the Security Documents) of the security interests of the Collateral Agent securing the Note Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors Borrower shall furnish to the Trustee at least thirty (30) days prior to Administrative Agent within five Business Days of the anniversary of the Issue Effective Date in each year, beginning with 20132006, an Opinion of Counsel, dated as of such date, either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingrecordings, filingregistrations, filings, re-recordingrecordings, re-registrations and refiling refilings of this Indenture or Agreement, the Security DocumentsDocuments and all supplemental agreements, as applicablefinancing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Permitted First Priority Obligations under applicable law other than any in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action as described therein to be taken and such opinion may refer or referring to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCounsel in which such details are given, and (y) stating that that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, financing statement amendments continuation statements, and continuation statements other documents have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Permitted First Priority Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors Borrower shall cause a continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Permitted First Priority Obligations and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to within five Business Days of the anniversary of the Issue Date in each year, beginning with 20132007, an Opinion of Counsel, dated as of such date, either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Indenture Obligations under applicable law other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Officer’s Certificate of each Issuerthe Collateral Agent, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Indenture Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Officer’s Certificate; provided provided, that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Indenture Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Company and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 20132017, an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Obligations Notes under applicable law other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCompany, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Obligations Notes with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations Notes or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Except to the extent not required at such time by the provisions of Section 314(b) of the TIA (including by virtue of any Commission regulation or interpretation (including any no-action letter issued by the Staff of the Commission, whether issued to the Issuer or any other Person)), the Issuer and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 20132011, an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Note Liens of the applicable Security Documents securing Note Obligations under applicable law other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each the Issuer, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Obligations with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Note Liens and security interests securing Note Obligations created thereby or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Note Liens or security interests.

Recording, Registration and Opinions. The Issuers and the Guarantors Company shall furnish to the Trustee at least thirty (30) days prior to within five Business Days of the anniversary of the Issue Date in each year, beginning with 20132006, an Opinion of Counsel, dated as of such date, either (i) (xi)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingrecordings, filingregistrations, filings, re-recordingrecordings, re-registrations and refiling refilings of this Indenture or Indenture, the Security DocumentsDocuments and all supplemental indentures, as applicablefinancing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Note Permitted First Priority Obligations under applicable law other than any in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action as described therein to be taken and such opinion may refer or referring to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each IssuerCounsel in which such details are given, and (y) stating that that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, financing statement amendments continuation statements, and continuation statements other documents have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Note Permitted First Priority Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors Company shall cause a continuation statement or amendment other instrument to be timely filed so as to maintain such Liens and security interests securing Note Permitted First Priority Obligations and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Issuers Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest with the priority required by the Security Documents subject only to Permitted Collateral Liens. The Issuer and the Guarantors shall furnish to the Trustee and the Collateral Agent at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2013, year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in substantially to the opinion of such counsel, effect that such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Note Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each Issuertaken, and (y) stating substantially to the effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection (to the extent required by the Security Documents) of the security interests of the Collateral Agent securing the Note Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ CertificateCollateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 12-month period and such continuation statement or amendment is not effective if filed at the time of the opinionOpinion of Counsel, such opinion Opinion of Counsel may so state and in that case the Issuers Issuer and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations or (ii) stating that, in the opinion of such counsel, that no such action is necessary to maintain such Liens or security interests.