Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens, including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Second Priority Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchasers or their agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Pari Passu Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders and other Pari Passu Secured Parties except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral Agreements.

Recording and Opinions. (a) The Issuer Issuers shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company and FEEC shall, and FEEC shall cause each of the Subsidiary Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to any of the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each Guarantor to, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing or registration of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, any Sub-Collateral Agent and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral, and (ii) to the extent not delivered to the Collateral Agent pursuant to the terms of the Security DocumentsIntercreditor Agreement, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Agreement, duly endorsed in blank to the Collateral Agent (or, upon payment in full of Indebtedness under the Credit Agreement, the Trustee), it being understood that concurrently with the execution of this Indenture financing statements shall have been filed or accompanied registered or the Company and the Guarantors, to the extent required under applicable personal property security laws, shall have delivered financing statements for filing by undated stock powers the Initial Purchaser or other instruments of transfer executed in blankits agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect perfect, maintain, preserve and protect the valid and enforceable, perfected (except as expressly provided in to the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Escrow Agent as security for the Obligations contained in this Indenture, the Notes and the Collateral Documents, including superior to and prior to the rights of all third Persons, and subject to no other Liens, including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this AMERICAS 110782874 62 Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral 116 Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).