Common use of Filing, Recording and Opinions Clause in Contracts

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA §314(b) and §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. Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to comply with all or any portion of TIA §314(d) if they determine, in good faith based on advice of counsel (which may be internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to the released Collateral. Any release of Collateral permitted by Section 12.04 hereof or the Collateral Documents or the Intercreditor Agreement will be deemed not to impair the Liens under the Indenture and the Collateral Documents and the Intercreditor Agreement 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 Collateral Documents or the Intercreditor Agreement, 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 Section 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.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA §Sections 314(b) and §314(d)) of the TIA. Any certificate or opinion required by TIA §Section 314(d) of the TIA may be made by an Officer of the Company except in cases where TIA §Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and the Subsidiary Guarantors will not be required to comply with all or any portion of TIA §Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counsel)faith, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §Section 314(d) of the TIA is inapplicable to the released Collateral. Any release of Collateral permitted by Section 12.04 hereof or the Collateral Documents or the Intercreditor Agreement 12.05 and this Section 12.07 will be deemed not to impair the Liens under the this Third Lien Indenture and the Collateral Third Lien Security Documents and the Intercreditor Agreement in contravention thereof and any person Person that is required to deliver a certificate an Officer’s Certificate or opinion Opinion of Counsel pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Collateral Documents or the Intercreditor AgreementTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Third Lien Trustee and the Collateral Agent may, to the extent permitted by Section 7.01 7.01, 7.02 and 7.02 hereof, 7.03 accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinionOpinion of Counsel.

Filing, Recording and Opinions. (a) The Company will comply with the provisions of TIA §Sections 314(b) and §314(d)) of the TIA. Any certificate or opinion required by TIA §Section 314(d) of the TIA may be made by an Officer of the Company except in cases where TIA §Section 314(d) of the TIA requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and the Subsidiary Guarantors will not be required to comply with all or any portion of TIA §Section 314(d) of the TIA if they determine, in good faith based on advice of counsel (which may be internal counsel)faith, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §Section 314(d) of the TIA is inapplicable to the released Collateral. Any release of Collateral permitted by Section 12.04 hereof or the Collateral Documents or the Intercreditor Agreement 12.05 and this Section 12.07 will be deemed not to impair the Liens under the this Second Lien Indenture and the Collateral Second Lien Security Documents and the Intercreditor Agreement in contravention thereof and any person Person that is required to deliver a certificate an Officer’s Certificate or opinion Opinion of Counsel pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Collateral Documents or the Intercreditor AgreementTIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee Second Lien Trustees and the Collateral Agent may, to the extent permitted by Section 7.01 7.01, 7.02 and 7.02 hereof, 7.03 accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinionOpinion of Counsel.