Common use of Recordings and Opinions Clause in Contracts

Recordings and Opinions. (a) The Issuer and each Guarantor shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so requested by the Collateral Agent or the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Secured Parties under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer and the Company 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Issuer shall furnish or cause to be addressed and furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Collateral Agent and/or the Initial Purchaser relating to any of the Collateral and/or the Security Documents; and (2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Collateral Agent relating to any of the Collateral and/or the Security Documents. (c) The Issuer and each Guarantor shall at all times comply with the provisions of TIA § 314(b) as then in effect.

Recordings and Opinions. (a) The Issuer Company and each Guarantor the Guarantors shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens Lien on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so requested by the Collateral Agent or the Trusteethereby, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Secured Parties Holders and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer and the Company 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Issuer Company shall furnish or cause to be addressed and furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Bank Agents, any Collateral Agent and/or the Initial Purchaser Purchasers relating to any of the Collateral and/or the Security Documents; and (2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Bank Agents or any Collateral Agent relating to any of the Collateral and/or the Security Documents. (c) The Issuer Company and each Guarantor the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect.

Recordings and Opinions. (a) The Issuer Company and each Guarantor the Guarantors shall take or cause to be taken taker all action necessary or required under the Security Documents or reasonably requested by the Collateral Agent or the Trustee to confercreate, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so reasonably requested by the Collateral Agent or the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Secured Parties Holders of Notes under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer and the Company 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Issuer Company shall furnish or cause to be addressed and furnished to the Trustee: (1) Trustee at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Collateral Agent and/or the Initial Purchaser relating to any of the Collateral and/or the Security Documents; and (2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Collateral Agent Purchasers relating to any of the Collateral and/or the Security Documents. (c) The Issuer Company and each Guarantor the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effecteffect (whether or not this Indenture is then required to be qualified under the TIA). (d) Neither the Company nor any Guarantor shall convey or otherwise transfer any Collateral to any Person other than the Company or a Guarantor unless the Liens on the Collateral created under the Security Documents are released in accordance with this Indenture.

Recordings and Opinions. (a) The Issuer Company and each Guarantor the Guarantors shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so requested by the Collateral Agent or the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Second Priority Senior Secured Parties under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer and the Company 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Issuer Company shall furnish or cause to be addressed and furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Bank Agents, any Collateral Agent and/or the Initial Purchaser Purchasers relating to any of the Collateral and/or the Security Documents; and (2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Bank Agents or any Collateral Agent relating to any of the Collateral and/or the Security Documents. (c) The Issuer Company and each Guarantor the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect.

Recordings and Opinions. (a) The Issuer Company and each Guarantor the Guarantors shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Second Priority Collateral Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so requested by the Second Priority Collateral Agent or the TrusteeAgent, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Second Priority Collateral Agent or the Trustee to preserve and protect the rights of the Second Priority Senior Secured Parties under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer Company and the Company Guarantors, as the case may be, 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee Second Priority Collateral Agent shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee Second Priority Collateral Agent upon receipt of written notice that such taxes are due and owing. (b) The Issuer Company shall furnish or cause to be addressed and furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Collateral Agent and/or the Initial Purchaser relating to any of the Collateral and/or the Security Documents; and (2) Trustee at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Bank Agents under the Second Priority Credit Facilities or the Second Priority Collateral Agent relating to any of the Collateral and/or the Security DocumentsDocuments securing the Second Priority Senior Secured Indebtedness. (c) The Issuer Company and each Guarantor the Guarantors shall at all times comply with the provisions of TIA § 314(b) as then in effect.

Recordings and Opinions. (a) The Issuer Issuers and each Guarantor shall the Guarantors will take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens Lien on and security interests in the Collateral granted by the Note Security Documents, to including causing the extent necessary or required thereby or so requested by the Collateral Agent or the TrusteeNote Security Documents, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal propertyassurance and all amendments or supplements thereto, to be promptly recorded, registered and filed, filed and at all times to be kept recorded, registered and shall filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places and at such times as are prescribed in the Note Security Documents or in this Indenture as may be necessary or required by law fully or so requested by the Collateral Agent or the Trustee to preserve and protect the rights of the Secured Parties Holders and the Trustee under this Indenture and the Note Security Documents to all property comprising the Collateral. The Issuer Issuers and the Company shall Guarantors will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or or filing fees, charges and taxes relating to the filing or registration of this Indenture and the Note Security Documents, any amendments thereto and any other instruments of further assurance required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owingassurance. (b) The Issuer Issuers and the Guarantors shall furnish or cause to be addressed and furnished to the Parity Junior Lien Collateral Agent and the Trustee, on or before the time when the Issuers are required to provide annual reports pursuant to Section 4.03 with respect to the preceding fiscal year, an Opinion of Counsel: (1) at stating substantially to the time effect that, in the opinion of execution such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and delivery re-filings of this Indenture, the Note Security Documents and all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture or any Note Security Documents in the Collateral and reciting with respect to the security interests in such Collateral the details of such action or referencing to prior Opinions of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the Collateral Agent and/or the Initial Purchaser relating to any of the Collateral and/or the Security Documentswhich such details are given; andor (2) at to the time of delivery thereof after the Issue Dateeffect that, Opinions of Counsel substantially in the form opinion of any opinions of counsel delivered after such counsel, no such action is necessary to maintain such Lien under this Indenture and the Issue Date to the Collateral Agent relating to any of the Collateral and/or the Note Security Documents. (c) The Issuer and each Guarantor Issuers shall at all times comply with the provisions of TIA § 314(b) as then in effectand (d).

Recordings and Opinions. (a) The Issuer Company and each Guarantor the Guarantors shall take or cause to be taken all action necessary or required under the Security Documents or reasonably requested by the Collateral Security Agent or the Trustee to confer, maintain, perfect, preserve and protect the Liens on and security interests in the Collateral granted by the Security Documents, to the extent necessary or required thereby or so requested by the Collateral Security Agent or the Trustee, including, but not limited to, causing all financing statements, mortgages, the Security Documents (or a short form version thereof) and other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, to be promptly recorded, registered and filed, and at all times to be kept recorded, and shall execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be necessary or required by law fully or so requested by the Collateral Security Agent or the Trustee to preserve and protect the rights of the Secured Second Priority Parties under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer and the Company 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 required hereto or pursuant to the Security Documents. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Issuer Company shall furnish or cause to be addressed and furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, Opinions of Counsel substantially in the form of the opinions of counsel delivered on or before the Issue Date to the Collateral Agent and/or the Initial Purchaser Purchasers relating to any of the Collateral and/or the Security Documents; and (2) at the time of delivery thereof after the Issue Date, Opinions of Counsel substantially in the form of any opinions of counsel delivered after the Issue Date to the Collateral Designated Senior Agents or any Security Agent relating to any of the Collateral and/or the Security Documents. (c) The Issuer and each Guarantor shall at all times comply with the provisions of TIA § 314(b) as then in effect.