Common use of Recording, Registration and Opinions Clause in Contracts

Recording, Registration and Opinions. (a) To the extent applicable, the Company will comply with the provisions of TIA §314(b), relating to reports, and, following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish such opinion prior to each December 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

Recording, Registration and Opinions. (a) To the extent applicable, the The Company will shall comply with the provisions of TIA §Sections 314(b) and 314(d), relating to reports, and, in each case following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, except to the extent not required as set forth in any SEC regulation or interpretation or guidance (including any no-action letter or exemptive order issued by the Staff of the SEC, whether issued to the Company or any other Person). Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §Trust Indenture Act Section 314(b)(2) (as determined by the Company), the Company will shall furnish such opinion not more than 60 but not less than 30 days prior to each December September 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will 11.3 shall be deemed not to impair the Liens under this Indenture and the Security Collateral Documents in contravention thereof and any Person person that is required to deliver a any certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee mayshall, to the extent permitted by Sections 7.01 7.1 and 7.02 hereof7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and certificate or opinion. (c) If any Collateral is released in accordance with this Indenture or any Collateral Document, the Company shall determine whether it has delivered all documentation required by TIA Section 314(d) in connection with such release.

Recording, Registration and Opinions. (a) To the extent applicable, the Company will comply with the provisions of TIA §314(b), relating to reports, and, following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish such opinion prior to each December 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

Recording, Registration and Opinions. (a) To The Company and the extent applicable, the Company Guarantors will not be required to comply with all or any portion of Section 314(d) of the provisions TIA if they determine, in good faith based on advice of TIA §314(b)counsel, relating to reports, and, following qualification of this Indenture that under the TIA (if required)terms of that section and/or any interpretation or guidance of the SEC and its staff as to the meaning thereof, §314(d). Any certificate including “no action letters” or opinion required by TIA §exemptive orders, all or any portion of Section 314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory is inapplicable to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish such opinion prior to each December 1released Collateral. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §§ 314(d) of the TIA. Following qualification of the Indenture pursuant to the TIA, the Company shall comply with TIA Section 313(b), if applicable. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

Recording, Registration and Opinions. (a) To the extent applicable, the Company will The Issuer shall comply with the provisions of TIA §Sections 314(b) and 314(d), relating to reports, and, in each case following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, except to the extent that it determines, in good faith based on advice of counsel, that such actions are not required, as set forth in any SEC regulation or interpretation or guidance (including any no-action letter or exemptive order issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2) (as determined by the Company), the Company will Issuer shall furnish such opinion not more than 60 but not less than 30 days prior to each December May 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will 11.3 shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person person that is required to deliver a any certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, shall accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and certificate or opinion. (c) If any Collateral is released in accordance with this Indenture or any Security Document, the Issuer shall determine whether it has delivered all documentation required by TIA Section 314(d) in connection with such release.

Recording, Registration and Opinions. (a) To the extent applicable, the Company will The Issuer shall comply with the provisions of TIA §Sections 314(b) and 314(d), relating to reports, and, in each case following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, except to the extent that it determines, in good faith based on advice of counsel, that such actions are not required, as set forth in any SEC regulation or interpretation or guidance (including any no-action letter or exemptive order issued by the Staff of the SEC, whether issued to the Issuer or any other Person). Following such qualification, to the extent the Company Issuer is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §§ 314(b)(2) (as determined by the Company), the Company will Issuer shall furnish such opinion not more than 60 but not less than 30 days prior to each December May 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 hereof or the Security Documents will 10.02 shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person person that is required to deliver a any certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, shall accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and certificate or opinion. (c) Following the qualification of this Indenture pursuant to the TIA, if any Collateral is released in accordance with this Indenture or any Security Document, the Issuer shall determine whether it has delivered all documentation required by TIA Section 314(d) in connection with such release.

Recording, Registration and Opinions. (a) To the extent applicable, the Company will comply with the provisions of TIA §314(b), relating to reports, and, following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish such opinion prior to each December 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 10.03 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

Recording, Registration and Opinions. (a) To the extent applicable, the Company will comply with the provisions of TIA §314(b), relating to reports, and, following qualification of this Indenture under the TIA (if required), §314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as determined by the Company), the Company will furnish such opinion prior to each December 1. For the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be required to comply with §314(b) or §314(d) of the TIA. (b) Any release of Collateral permitted or required by Section 12.03 10.3 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Sections 7.01 7.1 and 7.02 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.