Common use of Reports and Other Deliverables by the Issuer Clause in Contracts

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 2014, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of any Interest Amount on the Class A Notes (other than on the Final Legal Maturity Date) by the Payment Date immediately following the Payment Date on which such Interest Amount was first payable). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written materials that the Issuer receives from the Seller pursuant to the Purchase and Sale Agreement or otherwise in respect of the Counterparty License Agreement. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 2015, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the perfection of the security interest on the Collateral in favor of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 one-hundred twenty (120) days after the end of each fiscal year commencing with the fiscal year ending December 31, 2014, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) (other than on the Final Legal Maturity Date) by the Payment Date immediately following the Payment Date on which such Interest Amount was first payablepayable as contemplated by the proviso to Section 5.2(i) as have been timely paid). (b) The Subject to the confidentiality obligations under the Counterparty Agreement, the Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the any Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five (5) Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written materials that the Issuer receives from the Seller Transferor pursuant to the Purchase Sale and Sale Contribution Agreement or otherwise in respect of the Counterparty License Agreement (except to the extent the Issuer is restricted from disclosing such information pursuant to the confidentiality provisions of the Counterparty Agreement). (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 2015, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the perfection of the security interest on in the Collateral in favor of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 2014, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Original Class A Notes and any PIK Notes (other than on the Final Legal Maturity Date) by the Payment Date immediately following the Payment Date on which such Interest Amount was first payablepayable as contemplated by the proviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the ManagerGeneral Partner) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. The Trustee shall forward a copy of such written notices to the Controlling Noteholder promptly upon receipt. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written materials that the Issuer receives from the Seller pursuant to the Issuer Purchase and Sale Agreement, the Master Contribution Agreement or otherwise in respect of the Counterparty License Agreement. The Trustee shall forward a copy of such written materials to the Controlling Noteholder promptly upon receipt. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 2015, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral, the Issuer Pledged Equity and the Issuer Pledged Collateral as is necessary to maintain the perfection of the security interest on in the Collateral, the Issuer Pledged Equity and the Issuer Pledged Collateral in favor of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Subject to the confidentiality provisions under the GSK Agreements, the TRC LLC Agreement and the Master Agreement, the Issuer shall furnish to the Trustee, within 120 one-hundred twenty (120) days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142019, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Class A Original Notes (and any Refinancing Notes in respect of the Original Notes) (other than on the Final Legal Maturity Date) by the Payment Date immediately following the Payment Date on which such Interest Amount was first payablepayable as contemplated by the proviso to Section 5.2(i) as have been timely paid). (b) The Subject to the confidentiality provisions under the GSK Agreements, the TRC LLC Agreement and the Master Agreement, the Issuer shall deliver a written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the any Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five (5) Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written materials that the Issuer receives from the Seller Transferor pursuant to the Purchase Sale and Sale Contribution Agreement or otherwise in respect from TRC LLC pursuant to the TRC LLC Agreement (except to the extent the Issuer is restricted from disclosing such information pursuant to the confidentiality provisions of the Counterparty License GSK Agreements, the TRC LLC Agreement or the Master Agreement). (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152020, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the perfection of the security interest on in the Collateral in favor of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142007, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount interest paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the next succeeding Payment Date immediately following as contemplated by the Payment Date on which such Interest Amount was first payableproviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of (i) any Default or Event of Default under this Indenture and (ii) any of the events described in Section 6.3(e) of the Purchase and Sale Agreement promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the Manager) Manager becoming aware of such Default or Default, Event of Default, which shall be labeled “Notice of Default” event or “Notice of Event of Default”situation. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee Servicer and the Servicer Trustee copies of written all materials that the Issuer receives from the Seller Parent pursuant to Section 6.3 of the Purchase and Sale Agreement or otherwise in respect of the Counterparty License AgreementPrincipal Documents. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152008, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) whether there are any actions to be taken, including any financing statements to be filed in any office, within the opinion period of 12 full consecutive calendar months following the date of such counsel, all action (except as otherwise stated opinion in such opinion) has been taken with respect order to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain continue the perfection of the security interest on interests granted under the Collateral Transaction Documents or to continue the effectiveness of any financing statements filed in favor connection with the Principal Documents as of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interestdate hereof.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142008, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount interest paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the next succeeding Payment Date immediately following as contemplated by the Payment Date on which such Interest Amount was first payableproviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of (i) any Default or Event of Default under this Indenture and (ii) any of the events described in Section 6.3(d) of the Purchase and Sale Agreement promptly and in any event within five Business Days of a Responsible Officer of or the Issuer (including the Manager) Manager becoming aware of such Default or Default, Event of Default, which shall be labeled “Notice of Default” event or “Notice of Event of Default”situation. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee Servicer and the Servicer Trustee copies of written all materials that the Issuer receives from the Seller Parent pursuant to Section 6.3 of the Purchase and Sale Agreement or otherwise in respect of the Counterparty License AgreementAgreements. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152009, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) whether there are any actions to be taken, including any financing statements to be filed in any office, within the opinion period of 12 full consecutive calendar months following the date of such counsel, all action (except as otherwise stated opinion in such opinion) has been taken with respect order to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain continue the perfection of the security interest on interests granted under the Collateral Transaction Documents or to continue the effectiveness of any financing statements filed in favor connection with the License Agreements as of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interestdate hereof.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142011, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the Payment Date immediately following the Payment Date on which such Interest Amount was first payablepayable as contemplated by the proviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written materials that the Issuer receives from the Seller pursuant to Sections 4.1, 4.5, 4.7, 4.11 and 4.12 of the Purchase and Sale Agreement or otherwise in respect of the Counterparty License Agreement; provided, however, that the Issuer shall not be required to provide any written materials received by it from the Seller to the extent such materials are not, in the reasonable judgment of the Issuer, material in the context of the Royalties or the transactions contemplated by the Deal Documents. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152012, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the perfection of the security interest on the Collateral in favor of the Trustee for the benefit of and the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142009, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the next succeeding Payment Date immediately following as contemplated by the Payment Date on which such Interest Amount was first payableproviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five ten Business Days of a Responsible Officer of the Issuer (including the Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee and the Servicer copies of written all materials that the Issuer receives from the Seller pursuant to the Purchase and Sale Agreement or otherwise in respect of the Counterparty License AgreementAgreements. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152010, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) in the opinion of such counsel, all action (except as otherwise stated in such opinion) has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the perfection of the security interest on the Collateral in favor of the Trustee for and the benefit of the Noteholders, Noteholders or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interest.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31September 30, 20142008, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the next succeeding Payment Date immediately following as contemplated by the Payment Date on which such Interest Amount was first payableproviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of any Default or Event of Default under this Indenture promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the Manager) becoming aware of such Default or Event of Default, which shall be labeled “Notice of Default” or “Notice of Event of Default”. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee and the any Servicer copies of written all materials that the Issuer receives from the Seller Indevus pursuant to the Purchase and Sale Agreement or otherwise in respect of the Counterparty License AgreementPrincipal Documents. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January October 1, 20152008, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) whether there are any actions to be taken, including any financing statements to be filed in any office, within the opinion period of 12 full consecutive calendar months following the date of such counsel, all action (except as otherwise stated opinion in such opinion) has been taken with respect order to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain continue the perfection of the security interest on interests granted under the Collateral Deal Documents or to continue the effectiveness of any financing statements filed in favor connection with the Principal Documents as of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interestdate hereof.

Reports and Other Deliverables by the Issuer. (a) The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 20142008, a certificate from a Responsible Officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all of its obligations under this Indenture (it being understood that, for purposes of this Section 5.3, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture except for the payment of but shall reflect any Interest Amount interest paid on the Original Class A Notes (other than on the Final Legal Maturity Date) by the next succeeding Payment Date immediately following as contemplated by the Payment Date on which such Interest Amount was first payableproviso to Section 5.2(k) as have been timely paid). (b) The Issuer shall deliver written notice to the Trustee of the occurrence of (i) any Default or Event of Default under this Indenture and (ii) any of the events described in Section 6.3(d) of the Purchase and Sale Agreement promptly and in any event within five Business Days of a Responsible Officer of the Issuer (including the Manager) becoming aware or manager having actual knowledge of such Default or Default, Event of Default, which shall be labeled “Notice of Default” event or “Notice of Event of Default”situation. (c) The Issuer shall promptly (and in any event within five Business Days of receipt thereof) provide to the Trustee Servicer and the Servicer Trustee copies of written all materials that the Issuer receives from the Seller Parent pursuant to Section 6.3 of the Purchase and Sale Agreement or otherwise in respect of the Counterparty License AgreementPrincipal Documents. (d) Within 120 days after the beginning of each fiscal year commencing with the fiscal year beginning January 1, 20152009, the Issuer shall furnish to the Trustee an opinion of its legal counsel, which opinion shall state either that (i) whether there are any actions to be taken, including any financing statements to be filed in any office, within the opinion period of 12 full consecutive calendar months following the date of such counsel, all action (except as otherwise stated opinion in such opinion) has been taken with respect order to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain continue the perfection of the security interest on interests granted under the Collateral Transaction Documents or to continue the effectiveness of any financing statements filed in favor connection with the Principal Documents as of the Trustee for the benefit of the Noteholders, or (ii) in the opinion of such counsel, no such action is necessary to maintain such security interestdate hereof.