Common use of Recording, Etc Clause in Contracts

Recording, Etc. (a) The Company will take or cause to be taken all action required or desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent and the Secured Parties to all property comprising the Collateral. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish to the Trustee and the Collateral Agent: (i) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to perfect the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] in each year beginning with [September 30], 1999, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will Parent shall, and shall cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, perfect, preserve and protect the Security Interests in the Collateral and Second Lien Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 12.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent Holders and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral and Second Lien Collateral. The Company will Issuer shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes Taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent Trustee shall determine that additional mortgage recording, transfer or similar taxes Taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value fair market value from time to time of such Real Property, the Company Issuer shall pay such taxes Taxes promptly upon demand by the Collateral AgentTrustee. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes Taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes Taxes are due and owing. (b) The Company Issuer shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of the opinions to counsel delivered on the Issue Date to the Initial Purchasers; (ii) at the time of execution and delivery of this Indenture, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such policy) insuring (or commiting to insure) the Lien of such Mortgage as a valid mortgage Lien, subject only to Liens specified in such Mortgage as "Prior Liens" or, in the case of each Mortgage encumbering Mortgaged Property located in Canada or the United Kingdom, a title Opinion of Counsel, substantially to the effect that the Lien of such Mortgage is a valid first mortgage Lien on such Mortgaged Property and fixtures thereon, subordinate only to those Liens specified in such Mortgage as "Prior Liens"; (iii) to the extent a Satisfaction Date occurs as would be required by the TIA, within 30 days after the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by Indenture, each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to perfect or create the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iiiiv) within 30 days after [September 30] October 8 in each year beginning with [September 30]October 8, 19992002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements instruments have been executed and and/or filed that are necessary fully to preserve and protect the rights of the Collateral Agent Holders and the Secured Parties Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statementsstatements or renewals, as the case may be, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the holders of the Securities, the Collateral Agent and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Wholly-Owned Restricted Subsidiary that is not in existence on the date hereof to execute and deliver to the Collateral Agent a supplement to the Master Pledge Agreement substantially in the form of Annex 1 thereto at such time as (A) such Subsidiary owns or possesses property that constitutes Collateral (as defined in the Master Pledge Agreement) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in the Security Agreement). The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee or the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Trustee or the Collateral Agent. Notwithstanding the foregoing, the Trustee and the Collateral Agent shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee or the Collateral Agent Agent, as the case may be, upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral Agent: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel required by the terms of the Purchase Agreement, which the Trustee and the Collateral Agent may rely upon solely to the extent indicated therein; and (ii) at the time of execution and delivery of this Indenture, (1) with respect to each Mortgage (other than the Mortgage executed and delivered in respect of the Mortgaged Property located in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇), a Satisfaction policy of title insurance (or commitment to issue such a policy) insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the Real Property and fixtures described herein in an amount not less than the fair market value of such Real Property and fixtures, which policy or commitment shall (a) be issued by Title Associates Inc., as agent for Chicago Title Insurance Company, (b) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (c) have been supplemented by such endorsements, or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of special counsel, architects or other professionals, which counsel, architects or other professionals shall be reasonably acceptable to the Collateral Agent, as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements or opinion letters on matters relating to usury, first loss, last dollar, zoning, non-imputation, public road access, contiguity (where appropriate), cluster, survey, doing business, variable rate and so-called comprehensive coverage over covenants and restrictions) and (d) contain only such exceptions to title as shall be agreed to by the Collateral Agent prior to the Issue Date occurs with respect to such Mortgaged Property and (2) with respect to the Mortgage executed and delivered in respect of the Mortgaged Property located in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, a title Opinion of Counsel in form and substance reasonably acceptable to the Collateral Agent; (iii) within 30 days after the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by Indenture, each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to perfect the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iiiiv) within 30 days after [September 30] August 1 in each year beginning with [September 30]August 1, 19992000, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent holders and the Secured Parties Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause CPC and Caribbean to, take or cause to be taken all action required or desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent Holders and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Company or the relevant Guarantor will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company or the relevant Guarantor shall pay such taxes promptly upon demand by the Collateral AgentTrustee. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish to the Trustee and the Collateral Agent: (i) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to perfect the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] in each year beginning with [September 30], 1999, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statementsstatements or renewals, as the case may be, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the holders of the Notes, the Collateral Agent and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant (a), the Company will cause each Wholly-Owned Restricted Subsidiary that is not in existence on the date hereof to execute and deliver to the Collateral Agent (i) a supplement to the Pledge Agreement substantially in the form of Annex 1 thereto at such time as such Subsidiary owns or possesses property that constitutes Collateral (as defined in the Pledge Agreement) and (ii) a joinder to the Security Agreement substantially in the form of Exhibit 1 thereto pursuant to which such Wholly-Owned Restricted Subsidiary shall become a party to the Security Agreement at such time as such Subsidiary acquires or possesses property that constitutes Collateral (as defined in the Security Agreement). Without limiting the generality of the foregoing covenant (a) on or promptly after the date on which New CDSC exercises the purchase option referred to in the RTI Asset Purchase Agreement, (x) the Company will cause New CDSC to execute and deliver to the Collateral Agent (i) a joinder to the Security Agreement substantially in the form of Exhibit 1 thereto pursuant to which New CDSC shall become a party to the Security Agreement, and (ii) a Mortgage with respect to property acquired by New CDSC that prior to the date hereof was security for the RTI Notes under the RTI Indenture or the security documents related thereto, (y) the Company will execute and deliver to the Collateral Agent a supplement to the Pledge Agreement substantially in the form of Annex 1 thereto, and (z) the Company will cause to be delivered an Opinion of Counsel, in accordance with the terms of Sections 11.2(c)(i), 11.2(c)(ii), 11.2(c)(iii) and 13.5 hereof, as to the Security Documents (or supplements thereto) referred to in this paragraph, without giving effect to the time for delivery of any such opinion specified in such sections. (b) The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee or the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Trustee or the Collateral Agent. Notwithstanding the foregoing, the Trustee and the Collateral Agent shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee or the Collateral Agent Agent, as the case may be, upon receipt of written notice that such taxes are due and owing. (bc) The Company shall furnish or cause to be furnished to the Trustee and the Collateral Agent: (i) to at the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Datetime of execution and delivery of this Indenture, Opinion(s) of Counsel either (with acceptable qualifications and exceptions) which the Trustee and the Collateral Agent may rely upon, addressing (a) substantially to the effect that, existence and good standing in the opinion state of such Counselits organization of each of the Company and the Restricted Subsidiaries, this (b) the power and authority of each of the Company and the Restricted Subsidiaries to execute, deliver and perform the Indenture and the grant Security Documents to which each is a party; and (c) the enforceability of a Security Interest in the Collateral intended to be made by each Security Document Indenture and all other instruments of further assurance or assignment have been properly recorded, registered and filed to the extent necessary to perfect the Security Interests created by Documents against each such Security Document of the Company and reciting the details of such action, and stating Restricted Subsidiaries that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interestsparties thereto; (ii) to at the extent a Satisfaction Date occurs after the Issue Datetime of execution and delivery of this Indenture, on such Satisfaction Date, (1) with respect to each MortgageMortgage (other than any Mortgage that may be executed and delivered in respect of any Mortgaged Property located in Canada), a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property Real Property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," herein in an amount not less than the Fair Market Value fair market value of such real property Real Property and fixtures, which policy (or commitment) commitment shall (a) be issued by the Title Associates Inc., as agent for Chicago Title Insurance Company, (b) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Collateral Agent, (c) have been supplemented by the following such endorsements, to the extent or, where such endorsements are not available at commercially reasonable rates: contiguitypremium costs, opinion letters of special counsel, architects or other professionals, which counsel, architects or other professionals shall be reasonably acceptable to the Collateral Agent, as shall be reasonably requested by the Collateral Agent (including, without limitation, endorsements or opinion letters on matters relating to usury, first loss, last dollar, usuryzoning, non-imputation, public road access, contiguity (where appropriate), cluster, survey, doing business business, variable rate and so-called comprehensive coverage over covenants and restrictions restrictions) and (cd) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] in each year beginning with [September 30], 1999, an Opinion of Counsel, dated as of such date, either (a) agreed to by the Collateral Agent prior to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting Issue Date with respect to such Security Interests the details Mortgaged Property and (2) with respect to any Mortgage executed and delivered in respect of such action or referencing to prior Opinions Mortgaged Property located in Canada, a title Opinion of Counsel in which such details are given, form and stating that all financing statements and continuation statements have been executed and filed that are necessary fully substance reasonably acceptable to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.Agent;

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or desirable necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 11.05 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent Holders of the Notes and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent upon receipt of written notice that such taxes are due and owing.Real (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the extent a Satisfaction Date occurs provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the Issue Date, on such Satisfaction Datedate of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by Indenture, each Security Document and all other instruments of further assurance or assignment assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] May 1 in each year beginning with [September 30]May 1, 19992000, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent holders and the Secured Parties Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or desirable necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 11.05 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent Holders of the Notes and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral AgentTrustee. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the extent a Satisfaction Date occurs provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the Issue Date, on such Satisfaction Datedate of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by Indenture, each Security Document and all other instruments of further assurance or assignment assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created by each such Security Document and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings and filings are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] May 1 in each year beginning with [September 30]May 1, 19992002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent holders and the Secured Parties Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will and the Guarantors shall take or cause to be taken all action required or desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Collateral Agent or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Collateral Agent Holders’ and the Secured Parties Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the Issue Date pursuant to Section 4.23 hereof to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a counterpart to the Security Agreement and such other documents as required by the Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time, and . This paragraph (a) is subject to the determination referred to in provisions of the preceding sentence shall only be made by the Collateral Agent upon receipt of written notice that such taxes are due and owingSecurity Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i1) to at the extent a Satisfaction Date occurs after time of execution and delivery of this Indenture, opinions of counsel delivered on the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) Date with respect to Collateral substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and or filed to the extent necessary to perfect or create the Security Interests security interests created by each such Security Document Document, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the Security Interests security interests created pursuant to each such Security Document, such recordings, registerings registrations and filings are the only recordings, registerings registrations and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion); (2) within 30 days after May 20 of each year beginning with May 20, or 2005, an Opinion of Counsel dated as of such date either (bi) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after [September 30] in each year beginning with [September 30], 1999, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights or (ii) if perfection of the Collateral Agent and the Secured Parties under each of such security interests is required by the Security Documents with respect to the Security InterestsDocuments, or (b) to the effect that, in the opinion of such Counselcounsel, no such additional action is necessary to maintain perfection of such Security Interestssecurity interests.

Recording, Etc. (a) The Company will and the Guarantors shall take or cause to be taken all action required or desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Collateral Agent or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Collateral Agent Holders’ and the Secured Parties Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each Guarantor that is not in existence on the Issue Date to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a counterpart to the U.S. Security Agreement and such other documents as required by the U.S. Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant and perfect the Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes are due and owing. This paragraph (a) is subject to the provisions of the U.S. Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i1) at the time of execution and delivery of this Indenture, a reliance letter with respect to Opinions of Counsel delivered on the Issue Date to the extent a Satisfaction Date occurs Initial Purchasers (other than from counsel to the Initial Purchasers) with respect to UCC Collateral; (2) as promptly as practicable after the Issue Date, on such Satisfaction DateDate (1) in any event within five days after the Issue Date in the case of UCC-3 amendments or the equivalent under revised Article 9 of the UCC in each applicable jurisdiction; and (2) in any event within 45 days after the Issue Date in the case of Real Property, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and or filed to the extent necessary to perfect or create the Security Interests security interests created by each such Security Document Document, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the Security Interests security interests created pursuant to each such Security Document, such recordings, registerings registrations and filings are the only recordings, registerings registrations and filings necessary to give notice thereof and that no re-recordings, re-registerings registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Lienssecurity interests; and (iii3) within 30 days after [September 30[ ] in each year beginning with [September 30[ ], 1999, an Opinion of Counsel, Counsel dated as of such date, date either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interestssecurity interests.

Recording, Etc. (a) The Company will and each other Pledgor shall take or cause to be taken all action required or desirable to maintain, perfect, preserve and protect the Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany Mortgage, the Security Agreements (or a short form version thereof) and other Security Documents, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 10.04 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent Holders and the Secured Parties Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes Taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent Trustee shall determine that additional mortgage recording, transfer or similar taxes Taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes Taxes promptly upon demand by the Collateral AgentTrustee. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes Taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes Taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the extent initial purchasers of the Notes; (ii) at the time of execution and delivery of this Indenture, with respect to each Mortgage, a Satisfaction Date occurs policy of title insurance (or a commitment to issue such policy) insuring (or committing to insure) the Lien of such Mortgage as a valid mortgage Lien, subject only to Liens specified in such Mortgage as "PRIOR LIENS"; (iii) within 30 days after the Issue Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by Indenture, each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and or filed to the extent necessary to perfect or create the Security Interests created by each such Security Document Document, to the extent that perfection of such Security Interests is required by the Security Documents, and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registerings registrations and filings are the only recordings, registerings registrations and filings necessary to give notice thereof and that no re-recordings, re-registerings registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such Security Interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iiiiv) within 30 days after [September 30] October 16 in each year beginning with [September 30]October 16, 19992002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the Security Interests of each of the Security Documents Documents, to the extent that perfection of such Security Interests is required by the Security Documents, and reciting with respect to such Security Interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such Security Interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will and the Guarantors shall take or cause to be taken all action required or desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Collateral Agent or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Collateral Agent Holders’ and the Secured Parties Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a counterpart to the U.S. Security Agreement and such other documents as required by the U.S. Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant and perfect the Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such taxes promptly upon demand by the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Collateral Agent Trustee upon receipt of written notice that such taxes are due and owing. This paragraph (a) is subject to the provisions of the U.S. Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee and the Collateral AgentTrustee: (i1) at the time of execution and delivery of this Indenture, a reliance letter with respect to Opinions of Counsel delivered on the Issue Date to the extent a Satisfaction Date occurs Initial Purchasers (other than from counsel to the Initial Purchasers) with respect to UCC Collateral; (2) as promptly as practicable after the Issue Date, on such Satisfaction DateDate (1) in any event within five days after the Issue Date in the case of UCC-3 amendments or the equivalent under revised Article 9 of the UCC in each applicable jurisdiction; and (2) in any event within 45 days after the Issue Date in the case of Real Property, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such Counselcounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, registered and or filed to the extent necessary to perfect or create the Security Interests security interests created by each such Security Document Document, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the Security Interests security interests created pursuant to each such Security Document, such recordings, registerings registrations and filings are the only recordings, registerings registrations and filings necessary to give notice thereof and that no re-recordings, re-registerings registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Lienssecurity interests; and (iii3) within 30 days after [September 30] June 30 in each year beginning with [September June 30], 19992004, an Opinion of Counsel, Counsel dated as of such date, date either (a) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interestssecurity interests.