Common use of Recording, Registration and Opinions Clause in Contracts

Recording, Registration and Opinions. The Company shall furnish to the Trustee within five Business Days of the anniversary of the Issue Date in each year, beginning with 2006, 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 recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Security Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents securing Permitted Second Priority Obligations under applicable law 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 or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Permitted Second Priority Obligations thereunder and under the Security Documents with respect to the Collateral; 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 other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests securing 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 Company shall furnish to the Trustee within five Business Days of the anniversary of the Issue Date in each year, beginning with 2006, 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 recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Security Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents securing Permitted Second First Priority Obligations under applicable law 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 or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Permitted Second First Priority Obligations thereunder and under the Security Documents with respect to the Collateral; 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 other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests securing Permitted Second 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 Company 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 within five Business Days 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 2006, year 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 recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Permitted Second Priority the Note Obligations under applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations Security Documents other than any action as described therein to be taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Issuers, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority the Note Obligations thereunder and under the Security Documents with respect to the CollateralCollateral 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 other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company Issuers and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests securing Permitted Second Priority 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 Company 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 within five Business Days of and the Collateral Agent at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2006, year an Opinion of Counsel, dated as of such date, either (i)(xi) (x) stating that, in substantially to the opinion of such counsel, effect that such action has been taken with respect to the recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Permitted Second Priority the Note Obligations under applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations and reciting with respect Security Documents other than any action as described therein to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are givenbe taken, and (y) stating that, based on relevant laws as in substantially to the effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority the Note Obligations thereunder and under the Security Documents with respect to the Collateral; 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 other instrument 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 Company Issuer and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests securing Permitted Second Priority 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, that no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. The Company Issuer shall furnish to the Trustee within five Business Days of on the anniversary of the Issue Date in each year, beginning with 20062005, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Security Collateral Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Collateral Documents securing Permitted Second Priority Obligations under applicable law in those items of Collateral that can be perfected by the filing, recordings recordings, registrations or registrations delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Permitted Second Priority Obligations thereunder Trustee hereunder and under the Security Collateral Documents with respect to the Collateral; 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 other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company Issuer shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests securing 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 Company Borrower shall furnish to the Trustee Administrative Agent within five Business Days of the anniversary of the Issue Effective Date in each year, beginning with 2006, 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 recordings, registrations, filings, re-recordings, re-registrations and refilings of this IndentureAgreement, the Security Documents and all supplemental indenturesagreements, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents securing Permitted Second First Priority Obligations under applicable law 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 or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Permitted Second First Priority Obligations thereunder and under the Security Documents with respect to the Collateral; 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 other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company Borrower shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests securing Permitted Second 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 Company 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 within five Business Days of at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 20062011, 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 recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Note Liens of the Security Documents securing Permitted Second Priority Obligations under applicable law in those items of Collateral that can other than any action as described therein to be perfected by the filing, recordings or registrations taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenCounsel, contain qualifications and exceptions and rely on an Officers’ Certificate of the Issuer, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority Note Obligations thereunder and under the Security Documents with respect to the CollateralCollateral and such Opinion of Counsel may contain 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 other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company Issuer and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Note Liens and security interests securing 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; 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 Company shall furnish to the Trustee within five Business Days of Collateral Agent on the anniversary of the Issue Date in each year, beginning with 20062005, an Opinion of Counsel, dated as of such date, which complies with TIA ss. 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture, the Security Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Security Documents securing Permitted Second Priority Obligations under applicable law 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 or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing Permitted Second Priority Obligations thereunder hereunder and under the Security Documents with respect to the Collateral; 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 other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests securing 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 Company Issuers and the Guarantors shall furnish to the Trustee within five Business Days of the anniversary of the Issue Date in each year, beginning with 20062007, 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 recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Permitted Second Priority Indenture Obligations under applicable law in those items of Collateral that can other than any action as described therein to be perfected by the filing, recordings or registrations taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary qualifications and exceptions and may rely on an Officer’s Certificate of the Collateral Agent, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority Indenture Obligations thereunder and under the Security Documents with respect to the CollateralCollateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an 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 other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company Issuers and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests securing Permitted Second Priority Indenture 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 Company and the Guarantors shall furnish to the Trustee within five Business Days of at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 20062017, 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 recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Permitted Second Priority Obligations Notes under applicable law in those items of Collateral that can other than any action as described therein to be perfected by the filing, recordings or registrations taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenCounsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each Company, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority Obligations thereunder and under the Security Documents Notes with respect to the CollateralCollateral 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 other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests securing 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; 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 Company and the Guarantors shall furnish to the Trustee within five Business Days of at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2006, year 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 recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture, Indenture or the Security Documents and all supplemental indenturesDocuments, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the applicable Security Documents securing Permitted Second Priority the Notes Obligations under applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations Security Documents other than any action as described therein to be taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, and other documents 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 Permitted Second Priority the Notes Obligations thereunder and under the Security Documents with respect to the CollateralCollateral 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 other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests securing Permitted Second Priority Notes 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.