Common use of Payment of Expenses; Recording Clause in Contracts

Payment of Expenses; Recording. The Company agrees to pay the expenses incident to the preparation and execution of the Trust Certificates to be issued hereunder, or connected with the preparation, execution, recording and filing of this Agreement and of any instruments executed under the provisions hereof. The Company shall, promptly after the execution and delivery of this Agreement (and prior to the delivery of any of the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each supplement hereto, respectively, cause this Agreement and such supplement, as the case may be, to be duly filed with the Surface Transportation Board of the Department of Transportation in accordance with ___ U.S.C. Section _____ and to be duly deposited with the Registrar General of Canada pursuant to Section 90 of the Railway Act (Canada) and shall provide for publication of notice of such deposit in The Promptly after the execution and delivery of this Agreement and each supplement hereto, the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, this Agreement or such supplement, as the case may be, has been properly recorded, filed and deposited in compliance with the preceding paragraph of this Section and reciting the details of such action and no other filing or recordation or refiling or rerecordation or depositing or redepositing is necessary for the protection of the rights of the Trustee in the United States of America, any State thereof or the District of Columbia or Canada or any subdivision thereof. The Company shall furnish to the Trustee, not later than August 1 in each year, commencing with the year ___, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, registering and depositing and rerecording, refiling, reregistering and redepositing of this Agreement and each supplement hereto as is necessary to comply with the preceding paragraph of this Section and reciting the details of such action or (ii) no such action is necessary for such purpose. In rendering any such opinion, such counsel may conclusively rely upon an Officers' Certificate as to the location of the Trust Equipment.

Payment of Expenses; Recording. The Company agrees to pay the expenses incident to the preparation and execution of the Trust Certificates Notes to be issued hereunder, or connected with the preparation, execution, recording and filing of this Agreement and of any instruments executed under the provisions hereof. The Company shall, promptly after the execution and delivery of this Agreement (and prior to the delivery of any of the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each supplement hereto, respectively, cause this Agreement and such supplement, as the case may be, to be duly filed with the Surface Transportation Board of the Department of Transportation in accordance with ___ 49 U.S.C. Section _____ ss. 11301 and to be duly deposited with the Registrar General of Canada pursuant to Section 90 105 of the Railway Canada Transportation Act (Canada) and shall provide for publication of notice of such deposit in The Canada Gazette in accordance with said Section 105. The Company will from time to time reregister, refile and rerecord this Agreement and each supplement hereto and do and perform any other act and will execute, acknowledge, deliver, file, register and record any and all further instruments required by the law of any jurisdiction in which use of the Equipment is permitted by Section 3.06 hereof or reasonably requested by the Trustee for the purpose of proper protection of the security interest of the Trustee and the rights of the holders of the Notes and of fully carrying out and effectuating this Agreement and the intent hereof; provided, however, that the Company shall not be required to take any such action if (1) such action is unduly burdensome and (2) after giving effect to the failure to take such action, the Company has taken all action required by law so as to protect the security interest of the Trustee to units of Collateral having a Value of not less than 90% of the aggregate Value of all the Collateral. Promptly after the execution and delivery of this Agreement and each supplement hereto, the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, this Agreement or such supplement, as the case may be, has been properly recorded, filed and deposited in compliance with the preceding paragraph of this Section and reciting the details of such action and no other filing or recordation or refiling or rerecordation or depositing or redepositing is necessary for the protection of the rights of the Trustee in the United States of America, any State thereof or the District of Columbia or Canada or any subdivision thereof. The Company shall furnish to the Trustee, not later than August 1 May in each year, commencing with the year ___2000, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, registering and depositing and rerecording, refiling, reregistering and redepositing of this Agreement and each supplement hereto as is necessary to comply with the preceding paragraph of this Section and reciting the details of such action or (ii) no such action is necessary for such purpose. In rendering any such opinion, such counsel may conclusively rely upon an Officers' Certificate as to the location of the Trust EquipmentCollateral.

Payment of Expenses; Recording. The Company agrees to pay the expenses incident to the preparation and execution of the Trust Certificates Notes to be issued hereunder, or connected with the preparation, execution, recording and filing of this Agreement Indenture and of any instruments executed under the provisions hereof. The Company shall, promptly after the execution and delivery of this Agreement (and prior to the delivery of any of the Trust Equipment hereunder pursuant to Section 3.01 hereof) Indenture and each supplement heretosupplemental Indenture, respectively, cause this Agreement and such supplementsupplement Indenture, as the case may be, to be duly filed with the Surface Transportation Board of the Department department of Transportation in accordance with ___ 49 U.S.C. Section _____ ss.11301 and to be duly deposited with the Registrar General of Canada pursuant to Section 90 105 of the Railway Canada Transportation Act (Canada) and shall provide for publication of notice of such deposit in The Canada Gazette in accordance with said Section 105. The Company will from time to time reregister, refile and rerecord this Indenture and each supplemental Indenture and do and perform any other act and will execute, acknowledge, deliver, file, register and record any and all further instruments required by the law of any jurisdiction in which use of the Equipment is permitted by Section 3.6 hereof or reasonably requested by the trustee for the purpose of property protection of the security interest of the Trustee and the rights of the holders of the Notes and of fully carrying out and effectuating this Indenture and the intent hereof; provided, however, that the Company shall not be required to take any such action of (1) such action is unduly burdensome and (2) after giving effect to the failure to take such action, the Company has taken all action required bylaw so as to protect the security interest of the Trustee to Units of Collateral securing each Series of Notes having a Value of not less than 90% of the aggregate Value of all Collateral securing such Series. Promptly after the execution and delivery of this Agreement Indenture and each supplement heretosupplemental Indenture, the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, this Agreement Indenture or such supplementsupplemental Indenture, as the case may be, has been properly property recorded, filed and deposited in compliance with the preceding paragraph of this Section 5.7 and reciting the details of such action and no other filing or recordation or refiling or rerecordation or depositing or redepositing is necessary for the protection of the rights of the Trustee in the United States of America, any State thereof or the District of Columbia or Canada or any subdivision thereof. The Company shall furnish to the Trusteetrustee, not later than August 1 May 15 in each year, commencing with the year ___following the year in which Notes are first issued under this Indenture, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, registering and depositing and rerecording, refiling, reregistering and redepositing of this Agreement Indenture and each supplement hereto supplemental Indenture as is necessary to comply with the preceding paragraph of this Section and reciting the details of such action or (ii) no such action is necessary for such purpose. In rendering any such opinion, such counsel may conclusively rely upon an Officers' Certificate as to the location of the Trust EquipmentCollateral.

Payment of Expenses; Recording. The Company agrees to pay the expenses incident to the preparation and execution of the Trust Certificates to be issued hereunder, or connected with the preparation, execution, recording and filing of this Agreement and of any instruments executed under the provisions hereof. The Company shall, promptly after the execution and delivery of this Agreement (and prior to the delivery of any of the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each supplement hereto, respectively, cause this Agreement and such supplement, as the case may be, to be duly filed with the Surface Transportation Board of the Department of Transportation in accordance with ___ U.S.C. Section _____ and to be duly deposited with the Registrar General of Canada pursuant to Section 90 of the Railway Act (Canada) and shall provide for publication of notice of such deposit in The Promptly after the execution and delivery of this Agreement and each supplement hereto, the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, this Agreement or such supplement, as the case may be, has been properly recorded, filed and deposited in compliance with the preceding paragraph of this Section and reciting the details of such action and no other filing or recordation or refiling or rerecordation or depositing or redepositing is necessary for the protection of the rights of the Trustee in the United States of America, any State thereof or the District of Columbia or Canada or any subdivision thereof. The Company shall furnish to the Trustee, not later than August 1 in each year, commencing with the year ___1997, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) such action has been taken with respect to the recording, filing, registering and depositing and rerecording, refiling, reregistering and redepositing of this Agreement and each supplement hereto as is necessary to comply with the preceding paragraph of this Section and reciting the details of such action or (ii) no such action is necessary for such purpose. In rendering any such opinion, such counsel may conclusively rely upon an Officers' Certificate as to the location of the Trust Equipment.