Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral 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 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, 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 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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, 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 submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The 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 Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, superior to and prior to the rights of all third Persons (other than Permitted Priority Liens, third Persons holding Permitted Prior Liens securing Pari Passu Obligations and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens); provided that, including without limitationnotwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the Security Interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the filing Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of financing statementsall Collateral consisting of certificated securities, continuation statementsChattel Paper, collateral assignments and any instruments of further assurance, in such manner and in such places promissory notes or Instruments as may be required by law to preserve and protect fully the rights of the Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, duly endorsed (4) if, as of the last day of any fiscal quarter of the Company, after taking into account any pledge of Available Eligible Assets pursuant to Section 4.14 of the Indenture, the Collateral Value does not equal or exceed the Threshold Amount as of such date, entry into Deposit Account Control Agreements (as defined in blank or accompanied the Security Agreement) and securities account control agreements (other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, and (5) entry into the Mortgages contemplated by undated stock powers Section 4.16 of this Indenture, (B) to perfect the security interest granted under the Security Documents in Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other instruments action with respect to the perfection of transfer executed the security interests, including of any Intellectual Property, created under the Security Documents in blank, it being understood that concurrently with any jurisdiction outside of the execution United States other than the use of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements commercially reasonable efforts to obtain a reputable filing service for prompt filing perfected security interest in respect of any Capital Stock of a Material Pledged Foreign Subsidiary constituting Collateral in the appropriate filing officesjurisdiction of formation of such Material Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The 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 Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company Issuer shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its their sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor Agreement, if any), 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 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, superior to and prior to the rights of all third Persons (other than third Persons from time to time holding certain Permitted Prior Liens and (as provided in the Collateral Documents) or as set forth in the Intercreditor Agreement, if any), and subject to no other Liens (other than Permitted Liens), including without limitationincluding, (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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) subject to the Intercreditor Agreement, if any, the delivery of the certificates evidencing the securities pledged under the Security Agreement, 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 the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Company Issuer 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 Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, superior to and prior to the rights of all third Persons (other than Permitted Priority Liens, third Persons holding Permitted Prior Liens securing 128 Pari passu Obligations and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens); provided, including without limitationthat, notwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the Security Interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the filing Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of financing statementsall Collateral consisting of certificated securities, continuation statementsChattel Paper, collateral assignments and any instruments of further assurance, in such manner and in such places promissory notes or Instruments as may be required by law to preserve and protect fully the rights of the Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, duly endorsed (4) entry into Deposit Account Control Agreements (as defined in blank or accompanied the Security Agreement) and securities account control agreements (in each case other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, and (5) entry into the Mortgages contemplated by undated stock powers Section 4.16 of this Indenture, (B) to perfect the security interest granted under the Security Documents in Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other instruments action with respect to the perfection of transfer executed the security interests, including of any Intellectual Property, created under the Security Documents in blank, it being understood that concurrently with any jurisdiction outside of the execution United States other than the use of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements commercially reasonable efforts to obtain a reputable filing service for prompt filing perfected security interest in respect of any Capital Stock of a Material Pledged Foreign Subsidiary constituting Collateral in the appropriate filing officesjurisdiction of formation of such Material Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The 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 Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (aA) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in obligations under this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, 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 (Liens, in each case other than Permitted Liens); provided that, including without limitationnotwithstanding anything to the contrary under this Indenture or any Security Document, the Company and the Guarantors shall not be required (A) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the UCC in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, (3) filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, or recording in such manner and in such places as may be are required by law to establish, perfect, preserve and protect fully the rights Liens in favor of the HoldersCollateral Agent and required to grant a Mortgage in Material Real Property and (4) use their best efforts to cause all cash of such Company or such Guarantors, as applicable, to be held in a deposit account that is subject to a tri-party account control agreement in favor of the Collateral Agent, Agent and maintained by a branch office located within the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, United States of America and (iiB) to complete any filings or other action with respect to the delivery perfection of the certificates evidencing the securities pledged security interests, including of any intellectual property, created under the Security Agreement, duly endorsed Documents in blank or accompanied by undated stock powers or other instruments any jurisdiction outside of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing officesUnited States. The Company shall from time to time promptly file and pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral 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 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, superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens securing First Priority Claims and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including without limitationincluding, (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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates evidencing the securities pledged under the Security Agreement, 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 the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The 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 Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (aA) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in obligations under this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, 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 (Liens, in each case other than Permitted Liens); provided that, including without limitation, (i) notwithstanding anything to 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, the Collateral Agent, and the Trustee contrary under this Indenture or any Security Document, the Company and the Collateral Guarantors shall not be required (A) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to all property comprising the Collateral, UCC in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor and (ii2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the delivery Company or any Guarantor and (B) to complete any filings or other action with respect to the perfection of the certificates evidencing the securities pledged security interests, including of any intellectual property, created under the Security Agreement, duly endorsed Documents in blank or accompanied by undated stock powers or other instruments any jurisdiction outside of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing officesUnited States. The 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 Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, 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)Persons, and subject to no other Liens (other than Permitted Liens); provided that, including without limitationnotwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the filing Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of financing statementsall Collateral consisting of certificated securities, continuation statementsChattel Paper, collateral assignments and any instruments of further assurance, in such manner and in such places promissory notes or Instruments as may be required by law to preserve and protect fully the rights of the Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, duly endorsed (4) entry into Deposit Account Control Agreements (as defined in blank or accompanied the Security Agreement) and securities account control agreements (other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, (5) entry into the Mortgages contemplated by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution Section 4.18 of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing (6) entry into Collateral Access Agreements (as defined in the appropriate filing officesSecurity Agreement), (B) to perfect the security interest granted under the Security Documents in Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other action with respect to the perfection of the security interests, including of any Intellectual Property, created under the Security Documents in any jurisdiction outside of the United States other than the use of commercially reasonable efforts to obtain a perfected security interest in respect of any Capital Stock of a Pledged Foreign Subsidiary constituting Collateral in the jurisdiction of formation of such Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The 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 Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (aA) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in obligations under this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, 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 (Liens, in each case other than Permitted Liens); provided that, including without limitationnotwithstanding anything to the contrary under this Indenture or any Security Document, the Company and the Guarantors shall not be required (A) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the UCC in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, (3) filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, or recording in such manner and in such places as may be are required by law to establish, perfect, preserve and protect fully the rights Liens in favor of the HoldersCollateral Agent and required to grant a Mortgage in Material Real Property and (4) use their best efforts to cause all cash of such Company or such Guarantors, as applicable, to be held in a deposit account that is subject to a tri-party account control agreement in favor of the Collateral Agent, Agent and maintained by a branch office located within the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, United States of America and (iiB) other than as contemplated in Section 3.16, to complete any filings or other action with respect to the delivery perfection of the certificates evidencing the securities pledged security interests, including of any intellectual property, created under the Security Agreement, duly endorsed Documents in blank or accompanied by undated stock powers or other instruments any jurisdiction outside of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing officesUnited States. The Company shall from time to time promptly file and pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken such actions as may be all action required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor Agreement)maintain, 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 Collateral Documents in favor Agreements to the extent such security interests may be perfected by filings or taking of control under the applicable Uniform Commercial Code, filings with the United States Patent and Trademark Office or the United States Copyright Office and recordings of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, 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)mortgages, 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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents Agreements to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, 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 submitted delivered financing statements to a reputable for filing service for prompt filing in by the appropriate filing officesInitial Purchaser or its agents. The 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 Collateral Documents Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.. To the extent required by Section 3.14(b) of the TIA, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of July 1 of each year, commencing July 1, 2006, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements to the extent such security interests may be perfected by filings or taking of control under the applicable Uniform Commercial Code, filings with the United States Patent and Trademark Office or the United States Copyright Office and recordings of the mortgages and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements

Recording and Opinions. (a) The Company shallwill, and shall will cause each of its Restricted Subsidiaries the Guarantors to, at its their sole cost and expense, take or cause to be taken such actions as may be required by the Collateral DocumentsDocuments and as the Collateral Agent shall reasonably request, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementAgreements), 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 Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note the Notes Guarantees and the Collateral Documents, 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 AgreementAgreements), and subject to no other Liens (other than Permitted Liens), including 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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) subject to the Intercreditor Agreements, the delivery of the certificates evidencing the securities pledged under the Security AgreementCollateral 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 Indenture, the Company and its Restricted Subsidiaries the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Company shall 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 Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.. 108

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Security Documents, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), 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 Collateral Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Security Documents, 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)Persons, and subject to no other Liens (other than Permitted Liens); provided that, including without limitationnotwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the Security Interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (i2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the filing Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of financing statementsall Collateral consisting of certificated securities, continuation statementsChattel Paper, collateral assignments and any instruments of further assurance, in such manner and in such places promissory notes or Instruments as may be required by law to preserve and protect fully the rights of the Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, duly endorsed (4) entry into Deposit Account Control Agreements (as defined in blank or accompanied the Security Agreement) and securities account control agreements (other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, (5) entry into the Mortgages contemplated by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution Section 4.18 of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing (6) entry into Collateral Access Agreements (as defined in the appropriate filing officesSecurity Agreement), (B) to perfect the security interest granted under the Security Documents in Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other action with respect to the perfection of the security interests, including of any Intellectual Property, created under the Security Documents in any jurisdiction outside of the United States other than the use of commercially reasonable efforts to obtain a perfected security interest in respect of any Capital Stock of a Pledged Foreign Subsidiary constituting Collateral in the jurisdiction of formation of such Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The 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 Collateral Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, On the Issue Date and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken such actions as may be in connection with any Mortgage securing the Indenture required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral 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 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, superior to and thereafter prior to the rights Collateral Release Date (or, if a Collateral Event shall occur, thereafter to the extent provided in Section 12.11), the Company shall furnish to the Trustee, with respect to each Mortgage, a policy of all third Persons title insurance (or a commitment to issue such a policy) insuring (or committing to insure) the Lien of such Mortgage as a valid mortgage Lien, subject only to Liens permitted under Section 12.9 and Permitted Encumbrances that do not secure Indebtedness, on the real property and fixtures described therein (whether such estate is a fee simple or a leasehold estate) in an amount not less than the lesser of the fair market value thereof and the principal amount of the Outstanding Notes, which policy (or commitment) shall (a) be issued by a reputable title company, (b) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type, (c) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of reputable architects or other than third Persons holding Permitted Prior Liens reputable professionals (including endorsements or opinion letters on matters relating to contiguity, first loss, and so-called comprehensive coverage over covenants and restrictions, if available) and (d) contain only such exceptions to title as shall be customary in the same general area and for transactions of this type; provided that, with respect to the New Jersey Mortgage, the Company shall be required to furnish a policy of title insurance only when a policy of title insurance is delivered to the Administrative Agent under the Facility with respect to the New Jersey Mortgage (and only to the same extent and on the same basis as set forth in such policy). For purposes hereof, the Intercreditor Agreement)reinsurance arrangements, endorsements and subject exceptions to no other Liens (other than Permitted Liens), including without limitation, (i) title included in or supplementing 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 title insurance issued to preserve and protect fully the rights holders of the HoldersLiens securing the Facility shall be "customary in the same general area and for transactions of this type." In the absence of bad faith on its part, the Collateral Agent, and Trustee shall be entitled to rely on an Opinion of Counsel or Officers' Certificate with respect to the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under the Security Agreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently Company's compliance with the execution provisions of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The 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 Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or theretoSection 15.3(a).

Recording and Opinions. (a) The Company shall, in accordance with and subject to the terms of the Security Documents, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its their sole cost and expense, file UCC-1 financing statements in the applicable filing office naming the Company or a Guarantor, as applicable, as debtor in order to perfect the security interest granted by them or under the Security Documents in the Collateral of the Company and the Guarantors and deliver to the Noteholder Collateral Agent the certificates representing the Pledged Securities (as defined in the Security Agreement), and take or cause to be taken such actions as may be required by taken, in accordance with the Collateral Security Documents, all commercially reasonable action required to perfectperfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests or mortgage liens, as applicable, in and on all the Collateral granted by the 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 Security Documents, superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth including, in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including without limitationcase of personal property, (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, the Noteholder Collateral Agent, and the Trustee under this Indenture and the Notes Documents in the Collateral Documents pursuant to all property comprising the Collateralterms of the Security Documents, and (ii) the delivery of the certificates certificates, if any, evidencing the any certificated securities pledged under the Security AgreementDocuments, 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 submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Company shall and the Guarantors shall, in accordance with the Security Documents, 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 Collateral Notes Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto thereto. Neither the Company nor any Guarantor shall take any action, or theretoomit to take any action, which action or omission would adversely affect or impair in any material respect the security interests in the Collateral granted by the Company and the Guarantors for the benefit of the Noteholder Collateral Agent, the Trustee or the Holders except as expressly set forth in the Notes Documents. Neither the Trustee nor the Noteholder Collateral Agent shall have any duty to see to any perfection of such security interest in the Collateral, including the recording or filing of any document or in confirming or maintaining the perfection of any such liens.

Recording and Opinions. (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken such actions as may be required by the Collateral DocumentsAgreements, to perfect, maintain (with the priority required under the Collateral Documents and Intercreditor AgreementAgreements), 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 Collateral Documents Agreements in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any the Note Guarantees and the Collateral DocumentsAgreements, 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 AgreementAgreement and other Permitted Liens), and subject to no other Liens (other than Permitted 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, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents Agreements to all property comprising the Collateral, and (ii) subject to the terms of the Intercreditor Agreement, the delivery of the certificates evidencing the securities pledged under the Security AgreementCollateral Agreements, 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 submitted delivered financing statements to a reputable for filing service for prompt filing in by the appropriate filing officesInitial Purchaser or their agents. The 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 Collateral Documents Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto.

Recording and Opinions. (a) The Company shall, in accordance with and subject to the terms of the Security Documents, and shall cause each of its Restricted Subsidiaries the Guarantors to, at its their sole cost and expense, file UCC-1 financing statements in the applicable filing office naming the Company or a Guarantor, as applicable, as debtor in order to perfect the security interest granted by them or under the Security Documents in the Collateral of the Company and the Guarantors and deliver to the Noteholder Collateral Agent the certificates representing the Pledged Securities (as defined in the Security Agreement), and take or cause to be taken such actions as may be required by taken, in accordance with the Collateral Security Documents, all commercially reasonable action required to perfectperfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Collateral Documents and Intercreditor AgreementSecurity Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests or mortgage liens, as applicable, in and on all the Collateral granted by the 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 Security Documents, superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth including, in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including without limitationcase of personal property, (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, the Noteholder Collateral Agent, and the Trustee under this Indenture and the Notes Documents in the Collateral Documents pursuant to all property comprising the Collateralterms of the Security Documents, and (ii) the delivery of the certificates certificates, if any, evidencing the any certificated securities pledged under the Security AgreementDocuments, 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 submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Company shall and the Guarantors shall, in accordance with the Security Documents, 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 Collateral Notes Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto thereto. Neither the Company nor any Guarantor will take any action, or theretoomit to take any action, which action or omission would adversely affect or impair in any material respect the security interests in the Collateral granted by the Company and the Guarantors for the benefit of the Noteholder Collateral Agent, the Trustee or the Holders except as expressly set forth in the Notes Documents. Neither the Trustee nor the Noteholder Collateral Agent shall have any duty to see to any perfection of such security interest in the Collateral, including the recording or filing of any document or in confirming or maintaining the perfection of any such liens.

Recording and Opinions. (a) The Company shall, and Parent shall cause each of its Restricted Subsidiaries tocause, at its sole cost and own expense, take the Security Documents and all amendments or cause supplements thereto to be taken such actions as may be required by the Collateral Documentsregistered, to perfectrecorded and filed or re-recorded, maintain (with the priority required under the Collateral Documents re-filed 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 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, 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 without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, renewed in such manner and in such places places, if any, as may be required by law in order fully to preserve and protect fully the rights Liens created by the Security Documents on all parts of the Holders, Collateral. The Parent shall furnish to the Collateral Agent, Trustee and the Trustee under this Indenture Security Agent promptly after the execution and the Collateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing Security Documents (at any time after the securities pledged under initial issuance of the Notes), an Opinion of Counsel addressed to both the Trustee and the Security AgreementAgent either (i) stating that, 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 submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Company opinion of such counsel with such qualifications as such counsel 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 Indenturedeem appropriate, the creation of Liens on the Collateral intended to be made by the Security Documents and any amendments hereto or thereto and any all other instruments of further assurance or amendment have been or are in the process of being properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be created by the Security Documents, and reciting the details of such action or referring to prior opinions of Counsel in which such details are given, or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to make such Liens effective. If, under the terms of any of the Security Documents, the Trustee, the Security Agent and the Parent and or any Pledge Subsidiary are required pursuant hereto to enter into further pledges in favour of the Trustee on behalf of the Holders in respect of new Collateral, such further pledges shall be in or theretosubstantially in the respective forms set forth in Exhibits D to V and in such circumstances the Trustee shall not require the consent of the Holders to enter such pledge nor incur any liability in such respect. Parent shall furnish to the Trustee in electronic form an Officer's Certificate: (i) once monthly, providing the names of the banks or deposit taking institutions in which new bank or deposit taking accounts have been opened by Parent and/or any of its Subsidiaries; (ii) once each quarter, providing details as to any new receivables obtained during the previous quarter that are scheduled to become due within 360 days of the date of the Officer's Certificate of Parent and/or any of its Subsidiaries over PLN 100,000. The Trustee will then pass each Officer's Certificate in electronic form to each of Euroclear, Clearstream, Luxembourg and DTC respectively for those parties to forward to their direct account customers in accordance with their applicable procedures.