Common use of Recording, Etc Clause in Contracts

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 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 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 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, as the case may be, upon receipt of written notice that such taxes are due and owing.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 Collateral Agent 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 or renewals, as the case may bestatements, 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 holders of the Securities, the Collateral Agent Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Wholly-Owned Restricted Subsidiary Guarantor that is not in existence on the date hereof Issue Date to execute and deliver to the Collateral Agent a supplement to and the Master Pledge Agreement substantially in the form of Annex 1 thereto Trustee at such time as (A) such Subsidiary owns Guarantor becomes a Guarantor and owns, possesses or possesses acquires any property or assets of the type or nature that constitutes would constitute Collateral (i) a counterpart to the U.S. Security Agreement and such other documents as defined 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 Master Pledge Agreement) Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or (B) 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 Subsidiary acquires or possesses property that constitutes Collateral (as defined in the Security Agreement)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 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, as the case may be, 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.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 Collateral Agent 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 or renewals, as the case may bestatements, 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 holders of the Securities, the Collateral Agent Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Wholly-Owned Restricted Subsidiary new Guarantor that is not in existence on becomes a Guarantor after the date Issue Date pursuant to Section 4.23 hereof to execute and deliver to the Collateral Agent a supplement to and the Master Pledge Agreement substantially in the form of Annex 1 thereto Trustee at such time as (A) such Subsidiary owns Guarantor becomes a Guarantor and owns, possesses or possesses acquires any property or assets of the type or nature that constitutes would constitute Collateral (as defined in the Master Pledge Agreementi) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in a counterpart to the Security Agreement)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 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 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 Trustee or the Collateral Agent, as the case may be, upon receipt of written notice that such taxes are due and owingSecurity Agreement.

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 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 or renewals, as the case may bestatements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the holders Holders of the Securities, the Collateral Agent Notes and the 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 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 Agent (i) a supplement joinder agreement to the Master Pledge Security Agreement substantially in the form of Annex 1 Exhibit 3 thereto at such time and (ii) any other Security Documents as (A) such Subsidiary owns shall be necessary or possesses property that constitutes Collateral (as defined reasonably requested by the Trustee in the Master Pledge Agreement) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in order to grant, perfect, preserve and protect the Security Agreement)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 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, as the case may be, upon receipt of written notice that such taxes are due and owing.Real

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 Collateral Agent 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 or renewals, as the case may bestatements, 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 holders of the Securities, the Collateral Agent Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Wholly-Owned Restricted Subsidiary Guarantor that is not in existence on the date hereof Issue Date to execute and deliver to the Collateral Agent a supplement to and the Master Pledge Agreement substantially in the form of Annex 1 thereto Trustee at such time as (A) such Subsidiary owns Guarantor becomes a Guarantor and owns, possesses or possesses acquires any property or assets of the type or nature that constitutes would constitute Collateral (as defined in the Master Pledge Agreementi) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in a counterpart to the Security Agreement)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 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 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, as the case may be, upon receipt of written notice that such taxes are due and owing.

Recording, Etc. (a) The Company willwill cause, at its own expense, the Non-Recourse Pledge Agreement, this Indenture and will cause each other Pledgor to, take all amendments or cause supplements thereto to be taken all action required registered, recorded and filed 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly re-recorded, registered re-filed 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 or renewals, as the case may be, all renewed in such manner and in such places place or places, if any, as may be required by law in order fully to preserve and protect the security interest created under the Non-Recourse Pledge Agreement in the Pledged Collateral and to effectuate and preserve the security therein of the Holders and all rights of the holders Trustee. The Company shall furnish to the Trustee promptly after the execution and delivery of the SecuritiesNon-Recourse Pledge Agreement, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, this Indenture and the assignment of the Pledged Collateral Agent intended to be made by the Non-Recourse Pledge Agreement and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the security interest in the Pledged Collateral intended to be created by the Non-Recourse Pledge Agreement, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that as to the security interests in the Pledged Collateral created pursuant to the Non-Recourse Pledge Agreement such recording, registering and filing are the only recordings, registering and filings necessary to give notice thereof and that no re-recordings, reregistering or refilings are necessary to maintain such notice, and further stating that all financing statements and continuation statements have been executed and filed that are necessary to preserve and protect fully the rights of the Holders and the Trustee with respect to the security interests in the Pledged Collateral hereunder and under the Non-Recourse Pledge Agreement or (b) stating that, in the opinion of such counsel, no such recordation, registration or filing is necessary to make such Lien and assignment effective. If at any time the Secured Obligations are no longer secured pursuant to the Non-Recourse Pledge Agreement, whether due to the payment in full or defeasance of the Notes or otherwise, and if all obligations due to the Holders and the Trustee under the Non-Recourse Pledge Agreement have been fully performed, the security interest hereunder and under the Non-Recourse Pledge Agreement for the benefit of the Notes may be released at the sole option of the Hypothecators. The release of any Pledged Collateral from the terms hereof and the Non-Recourse Pledge Agreement will not be deemed to impair the security under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality in contravention of the foregoing covenant, the Company will cause each Wholly-Owned Restricted Subsidiary that is not in existence on the date provisions hereof to execute if and deliver to the extent the Pledged Collateral Agent a supplement is released pursuant to the Master Non-Recourse Pledge Agreement. The Trustee and each of the Holders acknowledge that a release of Pledged Collateral in accordance with the terms of the Non-Recourse Pledge Agreement substantially in will not be deemed for any purpose to be an impairment of the form of Annex 1 thereto at such time as (Asecurity under this Indenture. To the extent applicable, each Hypothecator and Company shall cause TIA Section 314(d) 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 release of further assurance. Without limiting property or securities from the generality Lien 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 Non-Recourse Pledge Agreement to be paid to perfect complied with. Any certificate 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 opinion required 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 TIA Section 314(d) may be made by an Officer of the Trustee or the Collateral AgentCompany, as the case may be, upon receipt of written notice except in cases in which TIA Section 314(d) requires that such taxes are due and owingcertificate or opinion be made by an independent Person.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 Collateral Agent 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 or renewals, as the case may bestatements, 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 holders of the Securities, the Collateral Agent Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Wholly-Owned Restricted Subsidiary new Guarantor that is not in existence on becomes a Guarantor after the date Issue Date pursuant to Sections 4.15 and 4.20 hereof to execute and deliver to the Collateral Agent a supplement to and the Master Pledge Agreement substantially in the form of Annex 1 thereto Trustee at such time as (A) such Subsidiary owns Guarantor becomes a Guarantor and owns, possesses or possesses acquires any property or assets of the type or nature that constitutes would constitute Collateral (as defined in the Master Pledge Agreementi) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in a counterpart to the Security Agreement)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 in order to grant and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing and subject to Section 10.3 hereof, 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 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 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 Trustee or the Collateral Agent, as the case may be, upon receipt of written notice that such taxes are due and owingSecurity Agreement.

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 Trustee 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 or renewals, as the case may bestatements, 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 Trustee under this Indenture and the Security Documents Secured Parties 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, as the case may be, Agent upon receipt of written notice that such taxes are due and owing.

Recording, Etc. (a) The Company will, and will cause each other Pledgor 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 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 or renewals, as the case may bestatements, 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 Holders and the 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 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 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 or the relevant Guarantor shall pay such taxes promptly upon demand by the Trustee or the Collateral AgentTrustee. 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, as the case may be, upon receipt of written notice that such taxes are due and owing.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 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 or renewals, as the case may bestatements, 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 Holders and the 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 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 Trustee or the Collateral Agent 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 Trustee or the Collateral AgentTrustee. Notwithstanding the foregoing, the Trustee and the Collateral Agent 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 Trustee or the Collateral Agent, as the case may be, upon receipt of written notice that such taxes Taxes are due and owing.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, 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 Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 Collateral Agent 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 or renewals, as the case may bestatements, 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 holders of the Securities, the Collateral Agent Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Wholly-Owned Restricted Subsidiary Guarantor that is not in existence on the date hereof to execute and deliver to the Collateral Agent a supplement to and the Master Pledge Agreement substantially in the form of Annex 1 thereto Trustee at such time as (A) such Subsidiary owns Guarantor becomes a Guarantor and owns, possesses or possesses acquires any property or assets of the type or nature that constitutes would constitute Collateral (i) a counterpart to the U.S. Security Agreement and such other documents as defined 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 Master Pledge Agreement) Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or (B) 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 Subsidiary acquires or possesses property that constitutes Collateral (as defined in the Security Agreement)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 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, as the case may be, 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.

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 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 or renewals, as the case may bestatements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the holders Holders of the Securities, the Collateral Agent Notes and the 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 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 Agent (i) a supplement joinder agreement to the Master Pledge Security Agreement substantially in the form of Annex 1 Exhibit 3 thereto at such time and (ii) any other Security Documents as (A) such Subsidiary owns shall be necessary or possesses property that constitutes Collateral (as defined reasonably requested by the Trustee in the Master Pledge Agreement) or (B) such Subsidiary acquires or possesses property that constitutes Collateral (as defined in order to grant, perfect, preserve and protect the Security Agreement)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 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 AgentTrustee. 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, as the case may be, upon receipt of written notice that such taxes are due and owing.

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 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 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 SecuritiesNotes, the Collateral Agent and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantcovenant (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 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 and (Bii) 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). 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 covenant (a) on or promptly after the event at any time date on which New CDSC exercises 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 purchase option referred to in the preceding sentence 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 only be made become a party to the Security Agreement, and (ii) a Mortgage with respect to property acquired by New CDSC that prior to the Trustee 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 AgentAgent 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 case may beSecurity Documents (or supplements thereto) referred to in this paragraph, upon receipt without giving effect to the time for delivery of written notice that any such taxes are due and owingopinion specified in such sections.

Recording, Etc. (a) The Company willParent shall, and will 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 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 or renewals, as the case may bestatements, 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 Holders and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral and Second Lien 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 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 Trustee or the Collateral Agent 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 Trustee or the Collateral AgentTrustee. Notwithstanding the foregoing, the Trustee and the Collateral Agent 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 Trustee or the Collateral Agent, as the case may be, upon receipt of written notice that such taxes Taxes are due and owing.