Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Issuers shall, and shall cause each of their Restricted Subsidiaries to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Issuers shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired February 15 of each year, commencing February 15, 2010, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Agreements.

Recording and Opinions. (a) The Issuer shallCompany and the Guarantors will cause, at its sole cost and their own expense, take the Security Documents and all amendments or cause supplements thereto to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)registered, maintain (with the priority required under the Security Documents)recorded and filed or re-recorded, preserve refiled and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, 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 Liens created by the Security Documents on all parts of the Collateral. The Company and the Guarantors shall furnish to the Trustee: (a) promptly after the execution and delivery of the Security Documents (at any time after the initial issuance of the Notes), an Opinion of Counsel either (i) stating that, in the opinion of such counsel, the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action or referring to prior opinions of counsel in which such details are given, and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further stating that all financing statements, continuation statements and other instruments have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Indenture Trustee under this Indenture hereunder and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed or (ii) stating that, in blank the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and (b) if then required by the TIA, within 30 days after May 1 in each year beginning with May 1, 2003, an Opinion of Counsel, dated as of such date, either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted as are necessary to take any action, or omit to take any action, which maintain the Lien of the Security Documents and reciting the details of such action or omission might or would referring 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 result of materially impairing the security interest with respect to the Collateral for the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security Documents, then the Issuer willor (ii) stating that, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) such counsel, no such action is necessary to maintain such lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer shallCompany will furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel: (1) stating that, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the opinion of such counsel, the Pledge and Security Documents)Agreements create valid and effective security interests in favor of the Collateral Agent for the benefit of the Holders and Pari Passu Indebtedness, maintain if any, in the Collateral as security for the Secured Obligations; (with 2) stating that, in the priority required under the Security Documents)opinion of such counsel, preserve all requisite filings of financing statements and protect all other filings, recordings and registrations have been made and the security interests in favor of the Collateral granted by Agent for the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights benefit of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificatesPari Passu Indebtedness, if any, evidencing in the certificated securities Collateral are perfected; (3) stating that, in the opinion of such counsel, all certificates representing Equity Interests pledged under pursuant to the Pledge and Security DocumentsAgreements have been delivered to the Collateral Agent for the benefit of the Holders and Pari Passu Indebtedness, duly endorsed if any, indorsed in blank by an effective endorsement or accompanied by undated stock powers or other instruments appropriate instrument of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenturetransfer, the Security Documents security interests in favor of the Collateral Agent for the benefit of the Holders and Pari Passu Indebtedness, if any, in such Equity Interests are perfected, and assuming that the Collateral Agent has no notice of any amendments hereto adverse claim to such Equity Interests, the Collateral Agent has acquired the security interest in such Equity Interests free of adverse claims; and (4) as to such other matters, and otherwise in form and substance, reasonably satisfactory to the Trustee. (b) The Company will furnish to the Collateral Agent and the Trustee on March 31 in each year beginning with March 31, 2006, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted as is necessary to take any action, or omit to take any action, which action or omission might or would have maintain the result Liens of materially impairing the security interest Pledge and Security Agreements and reciting with respect to the security interests in the Collateral for the benefit details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Indenture Holders of Notes and Pari Passu Indebtedness, if any, and the Collateral Agent and the Trustee or hereunder and under the Holders except as expressly set forth herein or Pledge and Security Agreements with respect to the Security Documents. The Indenture Trustee shall have security interests in the Collateral; or (2) stating that, in the opinion of such counsel, no obligation such action is necessary to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)maintain such Liens and assignment. (bc) If property The Company will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(b).

Recording and Opinions. (a) The Issuer shallwill, at its sole cost and own expense, take register, record and file or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in rerecord, refile and renew the Security Documents), maintain (with the priority this Indenture and all amendments or supplements thereto in such manner and in such place or places, if any, as may be required under the Security Documents), by law in order fully to preserve and protect the Liens of the Security Documents on all of the Collateral and to effectuate and preserve the perfection and priority of the security intended to be created and maintained hereby and thereby. (b) The Issuer will furnish to the Trustee on the first day of April (or if such day is not a Business Day, on the next day that is a Business Day) in each year, beginning with the year 2005, an Opinion of Counsel dated as of such date, either: (i) (A) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments as is necessary to maintain and perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral granted by the Security Documents, including details of such action or referring to prior Opinions of Counsel in which such details are given and (iB) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required date and during the succeeding 12 months fully to preserve, perfect and protect, to the extent such protection and preservation are possible by law to preserve and protect fully filing, the rights of the Holders and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for security interests in the benefit Collateral; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Liens and maintain the Indenture Trustee or priority of such Liens in the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral. (bc) If property The Issuer will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(b).

Recording and Opinions. (a) The Issuer Issuers shall, and shall cause each of their Restricted Subsidiaries to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Issuers and their Restricted Subsidiaries have delivered financing statements for filing by the Collateral Agent or its agents. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Issuers shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired February 15 of each year, commencing February 15, 2009, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Agreements.

Recording and Opinions. (a) The Issuer shallwill, at its sole cost and own expense, take register, record and file or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in rerecord, refile and renew the Security Documents), maintain (with the priority this Indenture and all amendments or supplements thereto in such manner and in such place or places, if any, as may be required under the Security Documents), by law in order fully to preserve and protect the Liens of the Security Documents on all of the Collateral and to effectuate and preserve the perfection and priority of the security intended to be created and maintained hereby and thereby. (b) The Issuer will furnish to the Trustee on the first day of April (or if such day is not a Business Day, on the next day that is a Business Day) in each year, beginning with the year 2005, an Opinion of Counsel dated as of such date, either: (i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments as is necessary to maintain and perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral granted by the Security Documents, including details of such action or referring to prior Opinions of Counsel in which such details are given and (iB) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required date and during the succeeding 12 months fully to preserve, perfect and protect, to the extent such protection and preservation are possible by law to preserve and protect fully filing, the rights of the Holders and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for security interests in the benefit Collateral; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Liens and maintain the Indenture Trustee or priority of such Liens in the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral. (bc) If property The Issuer will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(b).

Recording and Opinions. (a) The Issuer shallCompany and the Guarantors will cause this Indenture, at its sole cost and expenseif necessary, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the applicable Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and 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 (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the Trustee. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (a) stating that this Indenture, the Senior Notes and the Collateral Documents and such instruments of further assurance or amendment, if any, are valid, binding and enforceable obligations of the Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions reasonably acceptable to the Trustee, and (b) either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, this Indenture and other applicable Collateral Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by such Indenture and Collateral Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that, subject to customary assumptions and exclusions, as to such Indenture and Collateral Documents and such other instruments such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further 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 Holders of Senior Notes and the Trustee hereunder and under the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to make any Lien created under any of the Collateral Documents effective as intended by this Indenture and such Collateral Documents; and (b) Within 30 days after February 1, in each year beginning with the year 2002, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring 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 Holders and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral Documents or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificate or opinions, as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assuranceTIA Section 314(e). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, at its sole cost registering and expensefiling of this Indenture, take financing statements or cause other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required created by the Pledge and Escrow Agreement, and reciting with respect to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by Pledged Collateral, the Security Documentsdetails of such action, including or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Trustee on May 1 in each year beginning with May 1, 1998, an Opinion of Counsel, dated as of such date, either (i) (A) stating that, in the filing opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements, collateral assignments and any statements or other instruments of further assuranceassurance as is necessary to maintain the Lien of the Pledge and Escrow Agreement and reciting with respect to the security interests in the Pledged Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (B) stating that, based on relevant laws as in effect on the date of such manner Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Trustee under this Indenture hereunder and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing Pledge and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest Escrow Agreement with respect to the Collateral for security interests in the benefit Pledged Collateral, or (ii) stating that, in the opinion of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have such counsel, no obligation such action is necessary to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)maintain such Lien and assignment. (bc) If property The Company shall otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA ss.314(b).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee Trustees under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein or herein, in the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements Collateral Agreements (or amendments of financing statements, continuation statements, collateral assignments including the Osisko Intercreditor Agreement or any instruments of further assuranceIntercreditor Agreement). (b) If property of a type constituting Additional Notes Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements, then the Issuer Company will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Dayspracticable, grant Liens on such property constituting Additional Notes Collateral in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agent and take all necessary steps to perfect the security interest represented by such Liens. (c) Notwithstanding anything contained in this Indenture to the contrary, none of the Collateral Agent or the Trustees shall have any obligations to take any actions or to cause the Company or any of the Guarantors under this Indenture to take any actions of the Company or the Guarantors pursuant to this Section 12.02.

Recording and Opinions. (a) The Issuer shallOn the Issue Date and in connection with any Liens securing the Indenture required after a Collateral Event, the Company and each Subsidiary Guarantor shall have executed, delivered, filed and recorded or shall execute, deliver, file and record, all instruments and documents, and shall have done or shall do all such acts and other things, at its sole cost the expense of the Company and expenseeach Subsidiary Guarantor, take as are necessary to subject the Collateral (other than the Conditional Collateral and the Non-Principal Property Collateral, which shall remain subject to Section 12.8 of this Indenture) to the Liens of the Collateral Documents. Each of the Company and every Subsidiary Guarantor shall execute, deliver, file and record all instruments and do all acts and other things as may be reasonably necessary or cause advisable to perfect, maintain and protect the Liens of the Collateral Documents. (b) The Company shall furnish to the Trustee upon the execution and delivery of this Indenture and as soon as practicable after a Collateral Event following a Collateral Release, an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required to perfect created by the Collateral Documents, and reciting the details of such action, or (except as expressly provided ii) stating that, in the Security Documentsopinion of such counsel, no such action is necessary to make such Lien effective. (c) The Company shall furnish to the Trustee at the time of execution and delivery of any Collateral Document, or any amendments or supplements thereto, after the Issue Date by any Subsidiary Guarantor under Section 12.7, an Opinion of Counsel to the effect set forth in subsection (c) of this Section 15.3, but relating only to such additional Collateral Documents or new parties thereto. (d) Prior to the Collateral Release Date (or after a Collateral Event has occurred), maintain the Company shall furnish to the Trustee on or prior to each anniversary of the date hereof and upon the delivery of any Collateral Document, an Opinion of Counsel, dated as of such date, stating that either (i) (A) all action has been taken with respect to the priority required recording, registering, filing, rerecording and refiling of the Indenture, all supplemental indentures, the Collateral Documents, financing statements, continuation statements or other Collateral and all other instruments as are necessary or appropriate fully to maintain, protect and preserve the Liens and the rights of the holders, the Collateral Agent and the Trustee hereunder and under the Security Collateral Documents), and reciting the details of such action or referring to prior opinions of Counsel in which such details are given and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to their Liens in the Collateral, or (ii) no such action is necessary to maintain, preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments Liens and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders holders, the Collateral Agent and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms Documents during such period. Such Opinion of the Security DocumentsCounsel shall be required in addition to, and (ii) the delivery of the certificatesnot in lieu of, if any, evidencing the certificated securities pledged any Officers’ Certificate required under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Documents.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security DocumentsOctober 15 of each year, then the Issuer willcommencing October 15, as soon as reasonably practicable after such property’s acquisition and 2010, an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA § 314(b).

Recording and Opinions. (a) The Issuer shallPromptly after (but in any event not more than 60 days after) the execution and delivery of this Indenture, at its sole cost or upon the later completion of all necessary filings, to the extent required by TIA § 314(b)(i), the Company shall furnish to the Trustee an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and expensefiling of this Indenture, take financing statements or cause other instruments necessary to make effective the Liens intended to be taken all commercially reasonable action required created by the Collateral Documents, and reciting with respect to perfect (except as expressly provided the security interests in the Security Documents)Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. Such Opinion of Counsel may assume the due and proper filing of financing statements and the due and proper recordation of documents and instruments with federal, state and county officials, to the extent that such financing statements, documents and instruments have been presented for filing or recordation, or to the extent that such counsel has reviewed a file stamped copy or a recorded copy of any such financing statement, document or instrument. (b) The Company will furnish to the Collateral Agent and the Trustee within 90 days after the end of each fiscal year, an Opinion of Counsel, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture, financing statements or continuation statements as is necessary to maintain (the Liens of the Collateral Documents and reciting with the priority required under the Security Documents), preserve and protect respect to the security interests in the Collateral granted by the Security Documents, including (i) the filing details of financing statements, continuation statements, collateral assignments and any instruments such action or referring to prior Opinions of further assurance, Counsel in which such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documentsdetails are given, and (iiB) stating that, in the delivery opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to maintain the Liens of the certificatesCollateral Documents and reciting the details of such actions; or (2) stating that, if anyin the opinion of such counsel, evidencing no such action is necessary to maintain such Liens. (c) Immediately prior to the certificated securities pledged under issuance of the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing Exchange Notes and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indentureannually thereafter, the Security Documents Company will furnish to the Trustee and any amendments hereto or thereto and any other instruments the Collateral Agent an Opinion of further assurance required pursuant thereto. The Issuer will not be permitted to take any actionCounsel, or omit to take any actionin the form specified in Section 10.09(b) for that opinion, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit effectiveness and perfection of the Indenture Trustee or Liens intended to be created by the Holders except as expressly set forth herein or the Security Collateral Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments Company will otherwise comply with the provisions of financing statements, continuation statements, collateral assignments or any instruments of further assuranceTIA § 314(b). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Collateral Trustee and the Trustee promptly following the execution and delivery of this Indenture, at its sole cost and expenseOpinions of Counsel stating that, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)opinion of such counsel, maintain (all action has been taken with respect to the priority required under the Security Documents)recording, preserve registering, filing, re-recording, re-registering and protect the security interests in the Collateral granted by the Security Documents, including (i) the re-filing of all supplemental indentures, financing statements, continuation statements, collateral assignments statements and any other instruments of further assuranceassurance as is necessary to make effective against all Persons the Lien intended to be created by the Indenture on the Series A Issue Date and reciting with respect to the security interests and liens in the Initial Perfection Collateral the details of such action. (b) The Company shall furnish to the Collateral Trustee and the Trustee within three months after each anniversary of the Series A Issue Date Opinions of Counsel, dated as its date of delivery, either (A)(I) stating that, in the opinion of such manner counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Collateral Documents and reciting with respect to the security interests and liens in the Collateral that are required under the terms of this Indenture to be perfected the details of such places action or referring to prior Opinions of Counsel in which such details are given and (II) stating that, based on relevant laws as may be required by law in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other instruments of further assurance have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Securities and the Indenture Collateral Trustee and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of security interests and liens intended to be created by the Indenture Trustee as of such date, or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statementsB) stating that, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is necessary steps to perfect the security interest represented by maintain such Liens.

Recording and Opinions. (a) The Issuer shallwill, at its sole cost and own expense, take register, record and file or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in rerecord, refile and renew the Security Documents), maintain (with the priority this Indenture and all amendments or supplements theret-o in such manner and in such place or places, if any, as may be required under the Security Documents), by law in order fully to preserve and protect the Liens of the Security Documents on all of the Collateral and to effectuate and preserve the perfection and priority of the security intended to be created and maintained hereby and thereby. (b) The Issuer will furnish to the Trustee on the first day of April (or if such day is not a Business Day, on the next day that is a Business Day) in each year, beginning with the year 2005, an Opinion of Counsel dated as of such date, either: (i) (A) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments as is necessary to maintain and perfect the Lien of the Security Documents and reciting with respect to the security interests in the Collateral granted by the Security Documents, including details of such action or referring to prior Opinions of Counsel in which such details are given and (iB) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required date and during the succeeding 12 months fully to preserve, perfect and protect, to the extent such protection and preservation are possible by law to preserve and protect fully filing, the rights of the Holders and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for security interests in the benefit Collateral; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Liens and maintain the Indenture Trustee or priority of such Liens in the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral. (bc) If property The Issuer will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(b).

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, at its sole cost registering and expensefiling of this Indenture, take financing statements or cause other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required to perfect created by the Escrow Agreement and reciting the details of such action, or (except as expressly provided ii) stating that in the Security Documents)opinion of such counsel no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Escrow Agent and the Trustee on February 20, 1998 (unless on such date the balance of Escrow Funds and other Collateral shall be zero) and on each February 20 thereafter until the date upon which the balance of Escrow Funds and other Collateral shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either (i) stating that (A) in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Escrow Agreement and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given and (with B) based on relevant laws as in effect on the priority required date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Securities and the Trustee hereunder and under the Security Documents), preserve and protect Escrow Agreement with respect to the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and or (ii) the delivery of the certificatesstating that, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) such counsel, no such action is necessary to maintain such Lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer shallCompany will cause this Indenture, at its sole cost the applicable Collateral Documents and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect fully the Liens securing the obligations under the Notes pursuant to this Indenture and the other Collateral Documents, except as otherwise provided herein and therein. For the avoidance of doubt and without limiting the rights of the Holders and the Indenture Trustee under this Indenture Section 9-509(b) of the UCC, the Company hereby authorizes the Trustee to file financing statements and the Security Documents amendments thereto with respect to all property comprising the Collateral pursuant (including after-acquired Collateral). The Company shall furnish to the terms Trustee: (a) promptly after the execution and delivery of the Security Documentsthis Indenture, and (ii) promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in Bermuda either (i) stating that, subject to customary assumptions and exclusions, in the certificatesopinion of such counsel, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which action or omission might or would have created by the result of materially impairing the security interest Collateral Documents with respect to the Collateral for the benefit Equity Interests of any Foreign Subsidiary of the Company existing under the laws of Bermuda and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to make such Lien effective as intended by such Collateral Documents; (b) within 30 days after January 1, in each year beginning with the year 2003, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assuranceassurance as is necessary to maintain the Liens of this Indenture and the other Collateral Documents with respect to the Equity Interests of any Foreign Subsidiary of the Company existing under the laws of Bermuda until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph; and (c) the certificates or opinions, as the case may be, required by TIA Section 314(d). Such certificates or opinions will be subject to the terms of TIA Section 314(e). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens, including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Second Priority Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchasers or their agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security DocumentsJuly 15 of each year, then the Issuer willcommencing July 15, as soon as reasonably practicable after such property’s acquisition and 2010, an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA § 314(b).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, the Hanover Guarantors as soon as practicable shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the first priority Lien on and security interests interest in the Collateral Collateral, subject to the exceptions set forth in Section 3.9, granted by the Security Documents, including (i) without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee Trustee, as in its capacity as Collateral Agent, under this Indenture and the Security Documents to all property now and hereafter comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, Indenture and the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Issuer shall furnish to the Trustee promptly after the time of execution and delivery of this Indenture, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such Counsel, this Indenture and the grant of a type constituting security interest in the Collateral is acquired intended to be made by the Issuer Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the security interests in the Collateral created by the Security Documents and reciting the details of such action, and stating that is not automatically subject as to a Lien or perfected the security interest under interests created pursuant to the Security Documents, then such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion) or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. To the extent not required by the preceding sentence, the Issuer willshall deliver the opinion(s) required by Section 314(b) of the TIA. Subsequent to the date of this Indenture, at the time of the execution of any Security Document, Opinion(s) of Counsel with respect to the identical matters set forth in this paragraph (ii) and an Opinion of Counsel to the effect that the Security Documents executed on such date constitute the legally valid, binding and enforceable obligation of the Issuer, subject to acceptable bankruptcy and similar exceptions, shall be delivered to the Trustee. (c) The Issuer shall furnish to the Trustee as soon promptly as reasonably practicable after such property’s acquisition each May 15, beginning with the May 15 following the date of this Indenture, and in any event within 10 Business Daysprior to July 15 in each year, grant Liens on an Opinion of Counsel, dated as of such property in favor of the Indenture Trusteedate, and deliver certain certificates either (including i)(A) stating that, in the case opinion of real property title insurance) such counsel, action has been taken with respect to the recording, filing, re-recording and any filings or other documentation in respect thereof refiling of all supplemental indentures, financing statements and continuation statements as required by this Indenture or is necessary to maintain the Lien of the Security Documents and take reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary steps as of such date and during the succeeding 12 months fully to perfect maintain the security interest represented of the Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such Counsel, no such action is necessary to maintain such Lien. (d) If the Lessee shall at any time purchase all or any portion of the Equipment pursuant to Section 16.2 of the Lease or exercise its Purchase Option or its Maturity Date Purchase Option or make a Control Purchase or Excess Proceeds Purchase with respect to any of the Equipment under Section 20 of the Lease, or if the Equipment shall be sold in accordance with Section 21 of the Lease, then, upon satisfaction of the Issuer's obligation (i) to prepay the applicable portion of the Securities pursuant to Section 8.8(c) and to pay the applicable portion of the accrued and unpaid interest on the Securities so prepaid and any premium, if applicable, and (ii) to prepay the Certificate Holder Contributions and the Certificate Holder Yield and any applicable premium when due, the Trustee, in its capacity as Collateral Agent, shall release the applicable Equipment from the Liens created by the Security Documents. In addition, upon the payment in full of the Securities and all other amounts owing by the Issuer or the Lessee hereunder or under any other Operative Agreement, the Trustee, in its capacity as Collateral Agent, shall release all the Equipment from the Liens created by the Security Documents. Upon request of the Issuer following any such Liensrelease, the Trustee, in its capacity as Collateral Agent, shall, at the sole cost and expense of the Issuer, execute and deliver to the Issuer or the Lessee such documents as the Issuer shall reasonably request to evidence such release. (e) Notwithstanding anything to the contrary herein, upon the payment in full of (i) the Securities and all other amounts owing by the Issuer or the Lessee hereunder or under any other Operative Agreement, (ii) the Certificates and all other amounts due to the Certificate Holders, and (iii) all amounts owing by the Lessee to the Issuer or to any other Person under the Operative Agreements, all remaining moneys in the Account shall be paid out to the Lessee.

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company will furnish to the Trustee and the Collateral Agent (if other than the Trustee), upon or promptly after the execution and delivery of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentsthis Indenture, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteecompliance with TIA §314(b)(1), and deliver certain certificates (including on or within one month following February 1 of each year, commencing February 1, 2018, an Opinion of Counsel in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA §314(b)(2).

Recording and Opinions. (a) The Issuer shallAt the Acquisition Date, at its sole cost the Company will furnish to the Trustee simultaneously with the release of the escrow funds pursuant to the Escrow Agreement, an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and expensefiling of this Indenture, take financing statements or cause other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required created by the Collateral Documents, and reciting with respect to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Note Collateral, the details of such action; or (2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company will furnish to the Collateral granted by Agent and the Security DocumentsTrustee on February 1 in each year beginning with February 1, including 2005, an Opinion of Counsel, dated as of such date, either: (i1) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements, collateral assignments and any statements or other instruments of further assuranceassurance as is necessary to maintain the Lien of the Collateral Documents and reciting with respect to the security interests in the Note Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Trustee under this Indenture Collateral Agent and the Security Documents to all property comprising Trustee hereunder and under the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for security interests in the benefit Note Collateral; (2) stating that, in the opinion of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have such counsel, no obligation such action is necessary to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)maintain such Lien and assignment. (bc) If property The Company will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(b).

Recording and Opinions. (a) The Issuer shallCompany and the Guarantors will cause, at its sole cost and their own expense, take the Security Documents and all amendments or cause supplements thereto to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)registered, maintain (with the priority required under the Security Documents)recorded and filed or re-recorded, preserve refiled and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, 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 Liens created by the Security Documents on all parts of the Collateral. The Company and the Guarantors shall furnish to the Trustee: (a) promptly after the execution and delivery of the Security Documents (at any time after the initial issuance of the Notes), an Opinion of Counsel either (i) stating that, in the opinion of such counsel, the assignment of the Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action or referring to prior opinions of counsel in which such details are given, and stating that as to the Security Documents such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further stating that all financing statements, continuation statements and other instruments have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Indenture Trustee under this Indenture hereunder and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed or (ii) stating that, in blank the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and (b) within 30 days after May 1 in each year beginning with May 1, 2003, an Opinion of Counsel, dated as of such date, either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted as are necessary to take any action, or omit to take any action, which maintain the Lien of the Security Documents and reciting the details of such action or omission might or would referring 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 result of materially impairing the security interest with respect to the Collateral for the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security Documents, then the Issuer willor (ii) stating that, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) such counsel, no such action is necessary to maintain such lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 20 Business DaysDays or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, grant Liens xxxxx Xxxxx having Required Priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Third Lien Secured Parties and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2016, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchaser or its agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired May 15 of each year, commencing May 15, 2005, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Agreements.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve applicable Collateral Documents and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect fully the rights of Lien securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Note Guarantees pursuant to the terms of the Security Collateral Documents, except as otherwise provided herein and therein. The Issuers, the Guarantors and any other obligor shall furnish to the Trustee: (iia) promptly after the execution and delivery of this Indenture, and promptly after the certificatesexecution and delivery of any other instrument of further assurance or amendment, if anyan Opinion of Counsel in the United States either (i) stating that, evidencing subject to customary assumptions and exclusions, in the certificated securities pledged under the Security Documentsopinion of such counsel, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing such counsel, no such action is necessary to make any other Lien created under any of the security interest Collateral Documents effective as intended by such Collateral Documents; and (b) within 30 days after January 1, in each year beginning with the year 2006, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the Collateral for the benefit recording, registering, filing, re-recording, re-registering and re-filing of the this Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assurance)assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (bc) If property of a type constituting Collateral is acquired The Issuers shall furnish to the Trustee the certificates or opinions, as the case may be, required by the Issuer that is not automatically TIA § 314(d). Such certificates or opinions will be subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor terms of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA § 314(e).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security Documents), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, superior to and prior to the rights of all third Persons (other than Permitted Priority Liens, third Persons holding Liens securing Pari Passu Obligations and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens); provided that, notwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the Security Interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of certificated securities, Chattel Paper, promissory notes or Instruments as required by the Security Agreement, (4) if, as of the last day of any fiscal quarter of the Company, after taking into account any pledge of Available Eligible Assets pursuant to Section 4.14 of the Indenture, the Collateral Value does not equal or exceed the Threshold Amount as of such date, entry into Deposit Account Control Agreements (as defined in the Security Agreement) and securities account control agreements (other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, and (ii5) entry into the delivery Mortgages contemplated by Section 4.16 of this Indenture, (B) to perfect the certificates, if any, evidencing the certificated securities pledged security interest granted under the Security Documents, duly endorsed Documents in blank or accompanied by undated stock powers Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other instruments action with respect to the perfection of transfer executed the security interests, including of any Intellectual Property, created under the Security Documents in blankany jurisdiction outside of the United States other than the use of commercially reasonable efforts to obtain a perfected security interest in respect of any Capital Stock of a Material Pledged Foreign Subsidiary constituting Collateral in the jurisdiction of formation of such Material Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing December 15, 2016, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (c) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Collateral Trustee and the Trustee promptly following the execution and delivery of this Indenture, at its sole cost and expensean Opinion of Counsel, take or cause to be taken all commercially reasonable action required to perfect either (except as expressly provided i) stating that, in the Security Documents)opinion of such counsel, action has been taken with respect to the recording, registering, filing, re- recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain (with the priority required under Lien of the Security Documents), preserve Agreements and protect reciting with respect to the security interests in the Collateral granted by the Security Documentsdetails of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, including in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Collateral Trustee and the Trustee within three months after each anniversary of the Issue Date an Opinion of Counsel, dated as of such date, either (i) (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements, collateral assignments and any statements or other instruments of further assuranceassurance as is necessary to maintain the Lien of the Security Agreements and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given and (B) stating that, based on relevant laws as in effect on the date of such manner Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Collateral Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, Trustee hereunder and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest Agreements with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including interests in the case Collateral, or (ii) stating that, in the opinion of real property title insurance) such counsel, no such action is necessary to maintain such Lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Trustee promptly following the execution and delivery of this Supplemental Indenture an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, at its sole cost registering and expensefiling of the Indenture, take financing statements or cause other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required created by the Pledge Agreement, and reciting with respect to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by Pledged Collateral, the Security Documentsdetails of such action, including or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Trustee within 30 days after May 1 of each year, beginning with May 1, 2002, an Opinion of Counsel, dated as of such date, either (i) (A) stating that, in the filing opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements, collateral assignments and any statements or other instruments of further assuranceassurance as is necessary to maintain the Lien of the Pledge Agreement and reciting with respect to the security interests in the Pledged Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such manner Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Trustee under this Indenture Collateral Agent and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, Trustee hereunder and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest Pledge Agreement with respect to the Collateral for security interests in the benefit Pledged Collateral, or (ii) stating that, in the opinion of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have such counsel, no obligation such action is necessary to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)maintain such Lien and assignment. (bc) If property The Company shall otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIAss.314(b).

Recording and Opinions. (a) The Issuer shallBorrower shall furnish to the Collateral Trustees, upon the execution and delivery of this Agreement, opinions of counsel to the Loan Parties required by the Credit Facility Agreement, addressed to the Collateral Trustees, among others. Promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, protecting or preserving a Lien pursuant to any Security Document, opinions of counsel (which may include, at its sole cost the option of the Borrower, in-house counsel), in form and expensesubstance substantially similar to the applicable opinions required by the Credit Facility Agreement. (b) The Borrower shall furnish to the Collateral Trustees on June 30 of each year beginning with June 30, take or cause 2005 an opinion of counsel (which may be, at the option of the Borrower, an opinion of in-house counsel), dated as of such date, in form and substance reasonably satisfactory to be taken all commercially reasonable action required to perfect the Collateral Trustees, either (except as expressly provided i)(A) stating that, in the Security Documents)opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain (with the priority required under Lien of the Security Documents), preserve Documents and protect reciting with respect to the security interests in the Collateral granted by the Security Documentsdetails of such action or referring to prior opinions of counsel in which such details are given, including and (iB) stating that, based on relevant laws as in effect on the filing date of such opinion, all financing statements, statements and continuation statements, collateral assignments statements have been executed and any instruments filed that are necessary as of further assurance, in such manner date and in such places as may be required by law during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders Collateral Trustees hereunder and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including interests in the case Collateral or (ii) stating that, in the opinion of real property title insurance) such counsel, no such action is necessary to maintain such Lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Mortgage Note Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the applicable Collateral granted by the Security Documents, including (i) this Indenture Fee Deed of Trust, the filing Mortgage Note Indenture Leasehold Deed of Trust, and the Mortgage Notes Indenture Mall Parcel Fee Deed of Trust and any financing statements, continuation statements, collateral assignments all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Mortgage Note Trustee in order fully to preserve and protect fully the rights of Lien securing the Holders obligations under the Mortgage Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Mortgage Note Guaranties pursuant to the terms of the Security Collateral Documents, the Intercreditor Agreement and the Sole Stockholder Intercreditor Agreement. The Issuers, the Mortgage Note Guarantors and any other obligor shall furnish to the Mortgage Note Trustee: (iia) promptly after the execution and delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, and promptly after the Security execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, this Indenture, this Indenture Fee Deed of Trust, the Mortgage Note Indenture Leasehold Deed of Trust, and the Mortgage Notes Indenture Mall Parcel Fee Deed of Trust and other applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be permitted to take any action, or omit to take any action, which created by such Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing such counsel, no such action is necessary to make any other Lien created under any of the security interest Collateral Documents effective as intended by such Collateral Documents; and (b) within 30 days after January 1, in each year beginning with the year 1998, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the Collateral for the benefit recording, registering, filing, re-recording, re-registering and re-filing of the this Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assurance)assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (bc) If property of a type constituting Collateral is acquired The Issuers shall furnish to the Mortgage Note Trustee the certificates or opinions, as the case may be, required by the Issuer that is not automatically TIA Section 314(d). Such certificates or opinions will be subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor terms of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(e).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral granted by the Security Documents, including (i) Collateral Agreements to the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, extent set forth in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant Agreement, subject to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankIntercreditor Agreement. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by TIA Section 314(b), and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to the Trustee and the Holders under the Pledge and Security Agreement have been, subject to the terms of the Intercreditor Agreement and the Pledge and Security Agreement delivered and duly endorsed in blank, to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after July 1 and beginning with the year 2004, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re- registering and refiling of financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements, subject to the terms of the Intercreditor Agreement and the Pledge and Security Agreement and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed (if necessary) and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral granted by the Security Documents, including (i) Collateral Agreements to the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, extent set forth in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankAgreement. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Escrow Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by Section 314(b) of the TIA, and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements and financing statements then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing capital stock pledged to the Trustee and the Holders under the Collateral Agreements have been, subject to the terms of the Collateral Agreement, delivered and duly endorsed in blank, to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary to perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after August 1 and beginning with the year 2006, the Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), one or more Opinions of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements, subject to the terms of the Collateral Agreements, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed (if necessary) and filed that are necessary as of such date and during the succeeding 6 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders, the Collateral Agent and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, at its sole cost registering and expensefiling of this Indenture, take financing statements (other than the filing of such financing statements, which shall be completed promptly after the execution of this Indenture but in no event later than two Business Days after the date hereof) or cause other instruments necessary to make effective the Lien intended to be taken all commercially reasonable action required created by the Pledge Agreement, and reciting with respect to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Pledged Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Collateral granted by Agent and the Security DocumentsTrustee on August 15 in each year beginning with August 15, including 1998, an Opinion of Counsel, dated as of such date, either (i) (A) stating that, in the filing opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements, collateral assignments and any statements or other instruments of further assuranceassurance as is necessary to maintain the Lien of the Pledge Agreement and reciting with respect to the security interests in the Pledged Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (B) stating that, based on relevant laws as in effect on the date of such manner Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Senior Notes and the Indenture Trustee under this Indenture Collateral Agent and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, Trustee hereunder and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest Pledge Agreement with respect to the Collateral for security interests in the benefit Pledged Collateral, or (ii) stating that, in the opinion of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have such counsel, no obligation such action is necessary to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)maintain such Lien and assignment. (bc) If property The Company shall otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA '314(b).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent, on or within one month after October 1 of a type constituting each year, commencing on or within one month after October 1, 2015, an Opinion of Counsel in compliance with TIA § 314(b)(2); provided, however, that no such Opinion of Counsel shall be required with respect to Collateral is acquired Documents governed by the Issuer that is not automatically subject to a Lien laws of any jurisdiction other than the United States or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor state of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture United States or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensDistrict of Columbia.

Recording and Opinions. (aA) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security Documents), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents in favor of the Collateral Agent for the benefit of the Holders as security for the obligations under this Indenture, the Notes, any Guarantees and the Security Documents, including prior to the rights of all third Persons and subject to no other Liens, in each case other than Permitted Liens; provided that, notwithstanding anything to the contrary under this Indenture or any Security Document, the Company and the Guarantors shall not be required (iA) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the UCC in the office of the secretary of state (or similar filing office) of financing statementsthe jurisdiction of incorporation or formation of the Company or such Guarantor, continuation statements(2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, collateral assignments and any instruments of further assurance, (3) filing or recording in such manner and in such places as may be are required by law to establish, perfect, preserve and protect fully the rights Liens in favor of the Holders Collateral Agent and required to grant a Mortgage in Material Real Property and (4) use their best efforts to cause all cash of such Company or such Guarantors, as applicable, to be held in a deposit account that is subject to a tri-party account control agreement in favor of the Indenture Trustee Collateral Agent and maintained by a branch office located within the United States of America and (B) other than as contemplated in Section 3.16, to complete any filings or other action with respect to the perfection of the security interests, including of any intellectual property, created under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms in any jurisdiction outside of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankUnited States. The Issuer Company shall from time to time promptly file and pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (B) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing January 1, 2023, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Share Charge and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (C) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (aA) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security DocumentsDocuments or applicable law (including the filing of UCC amendments and continuations), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders and as security for the Indenture Trustee obligations under this Indenture Indenture, the Notes, any Guarantees and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, prior to the rights of all third Persons and (ii) the delivery of the certificatessubject to no other Liens, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or each case other instruments of transfer executed in blankthan Permitted Liens. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes expenses relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (B) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing August 26, 2022, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest with respect to in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the benefit UCC of the Indenture Trustee Company’s or applicable Guarantor’s jurisdiction of organization may occur by the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property filing of a type constituting Collateral is acquired by UCC-1 financing statement with the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor appropriate filing office of the Indenture Trusteeapplicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by specify such Liensactions.

Recording and Opinions. (a) The Issuer shallOn the Issue Date and in connection with any Mortgage securing the Indenture required thereafter prior to the Collateral Release Date (or, if a Collateral Event shall occur, thereafter to the extent provided in Section 12.11), the Company shall furnish to the Trustee, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) insuring (or committing to insure) the Lien of such Mortgage as a valid mortgage Lien, subject only to Liens permitted under Section 12.9 and Permitted Encumbrances that do not secure Indebtedness, on the real property and fixtures described therein (whether such estate is a fee simple or a leasehold estate) in an amount not less than the lesser of the fair market value thereof and the principal amount of the Outstanding Notes, which policy (or commitment) shall (a) be issued by a reputable title company, (b) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type, (c) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type or, where such endorsements are not available at its sole cost and expense, take or cause to be taken all commercially reasonable action required premium costs, opinion letters of reputable architects or other reputable professionals (including endorsements or opinion letters on matters relating to perfect contiguity, first loss, and so-called comprehensive coverage over covenants and restrictions, if available) and (except d) contain only such exceptions to title as expressly provided shall be customary in the Security Documents)same general area and for transactions of this type; provided that, maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for New Jersey Mortgage, the benefit Company shall be required to furnish a policy of title insurance only when a policy of title insurance is delivered to the Administrative Agent under the Facility with respect to the New Jersey Mortgage (and only to the same extent and on the same basis as set forth in such policy). For purposes hereof, the reinsurance arrangements, endorsements and exceptions to title included in or supplementing the title insurance issued to the holders of the Indenture Trustee or Liens securing the Holders except as expressly set forth herein or Facility shall be "customary in the Security Documents. The Indenture same general area and for transactions of this type." In the absence of bad faith on its part, the Trustee shall have no obligation be entitled to file rely on an Opinion of Counsel or monitor any financing statements (or amendments Officers' Certificate with respect to the Company's compliance with the provisions of financing statements, continuation statements, collateral assignments or any instruments of further assurancethis Section 15.3(a). (b) If property On the Issue Date and in connection with any Liens securing the Indenture required after a Collateral Event, the Company and each Guarantor shall have executed, delivered, filed and recorded or shall execute, deliver, file and record, all instruments and documents, and shall have done or shall do all such acts and other things, at the expense of a type constituting the Company and each Guarantor, as are necessary to subject the Collateral is acquired by to the Issuer that is not automatically subject Liens of the Collateral Documents. Each of the Company and every Guarantor shall execute, deliver, file and record all instruments and do all acts and other things as may be reasonably necessary or advisable to a Lien or perfected security interest under perfect, maintain and protect the Security Liens of the Collateral Documents, then . (c) The Company shall furnish to the Issuer will, Trustee upon the execution and delivery of this Indenture and as soon as reasonably practicable after a Collateral Event, an Opinion of Counsel either (i) stating that in the opinion of such property’s acquisition counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral Documents, and reciting the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (d) The Company shall furnish to the Trustee at the time of execution and delivery of any event within 10 Business DaysMortgage, grant Liens Subsidiary Security Agreement or Subsidiary Pledge Agreement, or any amendments or supplements thereto, after the Issue Date by any Guarantor under Section 12.7, an Opinion of Counsel to the effect set forth in subsection (c) of this 10.02, but relating only to such additional Collateral Documents or new parties thereto. (e) Prior to the Collateral Release Date (or after a Collateral Event has occurred), the Company shall furnish to the Trustee on such property in favor or prior to each anniversary of the Indenture Trusteedate hereof and delivery of any Collateral Document, an Opinion of Counsel, dated as of such date, stating that either (i) (A) all action has been taken with respect to the recording, registering, filing, rerecording and refiling of the Indenture, all supplemental indentures, the Collateral Documents, financing statements, continuation statements or other Collateral and all other instruments as are necessary or appropriate fully to maintain, protect and preserve the Liens and the rights of the holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents, and deliver certain certificates reciting the details of such action or referring to prior opinions of Counsel in which such details are given and (including B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to their Liens in the case Collateral, or (ii) no such action is necessary to maintain, preserve and protect the Liens and the rights of real property title insurance) the holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents during such period. Such Opinion of' Counsel shall be required in addition to, and not in lieu of, any filings or other documentation in respect thereof as Officers' Certificate required by under this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Documents.

Recording and Opinions. (a) The Issuer shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and the Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Documentsany Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Issuer shall furnish to the Trustee and the Collateral Agent, on or within one month after October 1 of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentseach year, then the Issuer willcommencing October 1, as soon as reasonably practicable after such property’s acquisition and 2014, an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA § 314(b)(2).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral granted by the Security DocumentsCollateral Agreements, including including, without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Pledge and Security DocumentsAgreement, duly endorsed in blank blank, it being understood that concurrently with the execution of this Indenture the Company has delivered financing statements for filing by the Initial Purchaser or accompanied by undated stock powers or other instruments of transfer executed in blankits agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. (b) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by ss. The Issuer will not be permitted 314(b) of the TIA, and promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, protecting, preserving or making effective a security interest pursuant to take any actionCollateral Agreement, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or omit amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to take any actionthe Trustee and the Holders under the Pledge and Security Agreement have been delivered and duly endorsed in blank, which to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re- filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after June 1 and beginning with the year 2002, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re- registering and refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Pari Passu Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders and other Pari Passu Secured Parties except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral Agreements. (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor (other than Parent) that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 20 Business DaysDays or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, grant Liens having first priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Pari Passu Collateral Agent and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2013, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (aA) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security DocumentsDocuments or applicable law (including the filing of UCC amendments and continuations), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders and as security for the Indenture Trustee obligations under this Indenture Indenture, the Notes, any Guarantees and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, prior to the rights of all third Persons and (ii) the delivery of the certificatessubject to no other Liens, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or each case other instruments of transfer executed in blankthan Permitted Liens. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes expenses relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (B) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing August 26, 2022, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (C) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to each Holder, at its sole cost such time as would be required by TIA Section 314(b) if the TIA were applicable hereto, and expensepromptly after the execution and delivery of any other instrument of further assurance or amendment granting, take perfecting, protecting, preserving or cause making effective a security interest pursuant to be taken all commercially reasonable action required to perfect any Security Document, an Opinion of Counsel either (except as expressly provided i) stating that, in the opinion of such counsel, this Agreement and the Security Documents), maintain financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have (with other than those required for the priority required Mortgage Perfection) been properly recorded, registered and filed, and all certificates evidencing securities pledged to the Holders under the Security Documents)Agreement have been delivered and duly endorsed in blank, to the extent necessary to perfect the security interests created by this Agreement and the Security Documents 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 such Security Documents and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary (together with those required for the Mortgage Perfection) to perfect such security interest and that no re-recordings, re-registerings, re-filings or redeliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders under the Security Documents or (ii) stating that, in the Collateral granted by Opinion of such Counsel, no such action (other than actions required for the Mortgage Perfection) is necessary to perfect any security interest created under this Agreement, the Notes or any of the Security Documents as intended by this Agreement, the Notes and such Security Documents. (b) Annually, including within thirty (30) days after May 1 of each year and beginning with the year 2005, the Company shall furnish to each Holder, an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the filing opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of financing statements, continuation statements and other instruments and documents (other than those required for the Mortgage Perfection), and delivery of all certificates, as are then necessary to perfect or continue the perfection of the security interests created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, collateral assignments continuation statements and any instruments other documents have been executed and (other than those required for the Mortgage Perfection) filed that are necessary as of further assurancesuch date and during the succeeding twenty-four (24) months fully to maintain, in perfect or continue the perfection of such manner security interests under the Security Documents with respect to the Collateral and in such places as may be required by law to preserve maintain, preserve, and protect fully the rights of the Holders hereunder and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and or (ii) stating that, in the delivery opinion of the certificatessuch counsel, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or no such action (other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance than actions required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (bMortgage Perfection) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect or continue the perfection of such security interest represented by such Liensinterests.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve applicable Collateral Documents and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect fully the rights of Liens securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral any Note Guarantees pursuant to the terms of the Security Collateral Documents, except as otherwise provided herein and therein. The Issuers, the Guarantors and any other obligor shall furnish to the Trustee: (iia) promptly after the execution and delivery of this Indenture, and promptly after the certificatesexecution and delivery of any other instrument of further assurance or amendment, if anyan Opinion of Counsel in the United States either (i) stating that, evidencing subject to customary assumptions and exclusions, in the certificated securities pledged under the Security Documentsopinion of such counsel, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing such counsel, no such action is necessary to make any other Lien created under any of the security interest Collateral Documents effective as intended by such Collateral Documents; and (b) within 30 days after January 1, in each year beginning with the year 2002, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the Collateral for the benefit recording, registering, filing, re-recording, re-registering and re-filing of the this Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assurance)assurance as is necessary to maintain the Lien of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (bc) If property of a type constituting Collateral is acquired The Issuers shall furnish to the Trustee the certificates or opinions, as the case may be, required by the Issuer that is not automatically TIA Section 314(d). Such certificates or opinions will be subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor terms of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(e).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Issuers shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including including, without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreements, duly endorsed in blank blank, it being understood that concurrently with the execution of this Indenture the Issuers have delivered financing statements for filing by the Initial Purchaser or accompanied by undated stock powers or other instruments of transfer executed in blankits agents. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Issuers shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by TIA SECTION 314(b), and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to the Trustee and the Holders under the Pledge and Security Agreement have been delivered and duly endorsed in blank, to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after March 1 and beginning with the year 2003, the Issuers shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer shall, at Company and its sole cost and expense, Subsidiaries as soon as practicable shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the first priority Lien on and security interests interest in the Collateral Collateral, subject to the exceptions set forth in Section 6.10, granted by the Security Documents, including (i) without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property now and hereafter comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, Indenture and the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant theretoto the Security Documents. Draft - January 14, 2004 Exhibit C (b) The Issuer will not Company shall furnish to the Trustee promptly after the time of execution and delivery of this Indenture, Opinion(s) of Counsel either (i) 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 permitted made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to take any the extent necessary to perfect the security interests in the Collateral created by the Security Documents and reciting the details of such action, or omit and stating that as to take any action, which action or omission might or would have the result of materially impairing the security interest interests created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion) or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. To the extent not required by the preceding sentence, the Company shall deliver the opinion(s) required by Section 314(b) of the Trust Indenture Act. Subsequent to the date of this Indenture, at the time of the execution of any Security Document, Opinion(s) of Counsel with respect to the Collateral for identical matters set forth in this paragraph (ii) and an Opinion of Counsel to the benefit effect that the Security Documents executed on such date constitute the legally valid, binding and enforceable obligation of the Indenture Trustee Company or such Subsidiary, as the Holders except as expressly set forth herein or case may be, subject to acceptable bankruptcy and similar exceptions, shall be delivered to the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Trustee. (bc) If property The Company shall furnish to the Trustee on April 15 in each year, beginning with April 15, 2005, an Opinion of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCounsel, then the Issuer willdated as of such date, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Dayseither (i)(A) stating that, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) such counsel, action has been taken with respect to the recording, filing, re-recording and any filings or other documentation in respect thereof refiling of all supplemental indentures, financing statements and continuation statements as required by this Indenture or is necessary to maintain the Lien of the Security Documents and take reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary steps as of such date and during the succeeding 12 months fully to perfect maintain the security interest represented by of the Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such LiensCounsel, no such action is necessary to maintain such Lien.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Collateral Documents), maintain (with the priority required under the Security Collateral Documents), preserve and protect the security interests in the Collateral granted by the Security Collateral Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security Collateral Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein or the Security Collateral Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Documents or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 Business Days, grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Collateral Agent and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Collateral Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Agreements, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security DocumentsCollateral Agreements in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Note Guarantees and the Collateral Agreements, superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement and other Permitted Liens), and subject to no other Liens other than Permitted Liens, including without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant Collateral, and (ii) subject to the terms of the Security DocumentsIntercreditor Agreement, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchaser or their agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security DocumentsMay 15 of each year, then the Issuer willcommencing May 15, as soon as reasonably practicable after such property’s acquisition and 2011, an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA § 314(b).

Recording and Opinions. (a) Each of the Company and the Guarantors shall file financing statements in its jurisdiction of organization and in any other relevant jurisdictions describing itself as debtor, the Collateral Agent as secured party, and the collateral covered by such financing statements as “All assets of Debtor, all proceeds thereof, and all rights and privileges with respect thereto” (or substantially similar words) and, if the Collateral Agent so requests, containing more specific descriptions of some or all of the Collateral. The Issuer shallCompany and the Guarantors, and each of them, hereby authorize the Collateral Agent to file the foregoing financing statements from time to time on their behalf in all relevant jurisdictions and to file amendments and continuation statements from time to time with respect thereto. The Company shall furnish to the Trustee, at its sole cost and expense, take or cause to be taken all commercially reasonable action such time as required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including TIA Section 314(b) an Opinion of Counsel either (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under counsel, this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsAgreements, financing statements and fixture filings then executed and delivered, as applicable, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted or amendment then executed and delivered have been properly recorded, registered and filed to take any actionthe extent necessary to perfect the security interests created by this Indenture and the Collateral Agreements 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 such Collateral Agreements and such other instruments, such recording, registering and filing are the only recordings, registerings and filings necessary to perfect such security interest and that no re-recordings, re registerings, or omit re-filings are necessary to take any actionmaintain such perfection, which action or omission might or would and further stating that all financing statements and continuation statements have been filed are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the security interest with respect to the Collateral Trustee for the benefit of itself and the Indenture Trustee Holders, under the Collateral Agreements or (ii) stating that, in the Holders except as expressly set forth herein or Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments Notes or any instruments of further assurance)the Collateral Agreements as intended by this Indenture, the Notes or any such Collateral Agreement. (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired May 1 of each year, commencing May 1, 2007, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Agreements.

Recording and Opinions. (a) The Issuer shallCompany shall cause the applicable Collateral Documents including the Deed of Trust and any financing statements, at its sole cost fixture filings, intellectual property filings, all amendments or supplements to each of the foregoing and expenseany other similar security documents as necessary, take or cause to be taken all commercially reasonable action registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in Liens, and the priority thereof, securing the obligations under the Notes pursuant to the Collateral granted by Documents. (b) The Company shall furnish to the Security Documents, including Trustee: (i) promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any supplemental indenture or other amendment to any Collateral Document, an Opinion of Counsel in the United States either (A) stating that in the opinion of such counsel, this Indenture, the Collateral Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by such Collateral Documents and other instruments and reciting the details of such action or refer to prior Opinions of Counsel in which such details are given, and stating that, as to such Collateral Documents and such other instruments, such recording, registering and filing of are the only recordings, registering and filings necessary to give notice thereof and that no re-recordings, re-registering or re-filings are necessary to maintain such notice, and further stating that all financing statements, continuation statements, collateral assignments fixture filings and any instruments of further assurance, in such manner intellectual property filings have been executed and in such places as may be required by law filed that are necessary fully to preserve and protect fully the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents and other instruments or (B) stating that, in the opinion of such counsel, no such action is necessary to make any other Lien created under any of the Collateral Documents effective as intended by such Collateral Documents; and (ii) On June 1, in each year beginning with the year 2000, an Opinion of Counsel, dated as of such date, either (A) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements, fixture filings, intellectual property filings, or other instruments of further assurance as is necessary to maintain the Liens of this Indenture, and the Collateral Documents and other instruments until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements, continuation statements, fixture filings, intellectual property filings, have been executed and filed that are necessary to preserve and protect the rights of the Holders and the Indenture Trustee hereunder, and under this Indenture and the Security Documents to all property comprising the Collateral Documents and other instruments or (B) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens, until the next Opinion of Counsel is required to be rendered pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)paragraph. (bc) If property The Company shall otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA ss314(b).

Recording and Opinions. (a) The Issuer shallAs required by the provisions of Section 314(b) of the TIA, at its sole cost and expenseAirGate and, if applicable, the Guarantors shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the Lien on and security interests interest in the Collateral granted by the Second-Priority Security DocumentsDocuments (subject only to Permitted Liens), including (i) without limitation, the filing of financing statements, continuation statements, collateral assignments mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Second-Priority Security Documents to all property comprising the Collateral pursuant to Collateral. AirGate and the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Guarantors shall from time to time promptly pay all financing and statement, continuation statement recording and mortgage recording, registration and/or filing fees, charges and recording and similar taxes relating to this IndentureIndenture and the Second-Priority Security Documents, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required hereunder or pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Second-Priority Security Documents. The Indenture Trustee shall have no obligation to to, nor shall it be responsible for any failure to, so register, file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)record. (b) If property of a type constituting Collateral is acquired As required by the Issuer provisions of Section 314(b) of the TIA, AirGate shall furnish to the Trustee within three months after each anniversary of the Closing Date, an Opinion of Counsel, dated as of such date, stating either that is not automatically subject (i) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to a Lien or perfected security interest under be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Second-Priority Security Documents, then the Issuer willfinancing statements, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings continuation statements or other documentation in respect thereof instruments of further assurance as required is necessary to maintain the Liens intended to be created by this Indenture or the Second-Priority Security Documents and take all reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary steps to perfect the security interest represented by maintain such Liens, which Opinion of Counsel also shall state what actions it then believes are necessary to maintain the effectiveness of such Liens during the next two years.

Recording and Opinions. (a) The Issuer shallCompany will furnish to the Collateral Agent and the Trustee on January 1 in each year beginning with January 1, at its sole cost and expense2010, take or cause to be taken all commercially reasonable action required to perfect an Opinion of Counsel, dated as of such date, either: (except as expressly provided 1) (A) stating that, in the Security Documents)opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain (with the priority required under Lien of the Security Documents), preserve Documents and protect reciting with respect to the security interests in the Collateral granted by the Security Documentsdetails of such action or referring to prior Opinions of Counsel in which such details are given, including and (iB) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Collateral Agent and the Trustee hereunder and under this Indenture and the Security Documents with respect to all property comprising the security interests in the Collateral; or (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) Immediately prior to the issuance of the Exchange Notes and annually thereafter, the Company will furnish to the Trustee and the Collateral pursuant Agent an Opinion of Counsel, in the form specified in Section 10.07(a) hereof for that opinion, with respect to the terms effectiveness and perfection of the Liens intended to be created by the Security Documents. The Company will otherwise comply with the provisions of TIA Section 314(b). (c) To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Note Liens of the Security Documents, and (iito be complied with. Any certificate or opinion required by TIA §314(d) the delivery may be made by an officer of the certificatesCompany except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, if anywhich Person will be an independent engineer, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers appraiser or other instruments of transfer executed expert that the Company, in blankan Officers’ Certificate delivered to the Trustee, certifies is an independent Person under TIA §314(d). The Issuer shall from time Notwithstanding anything to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the contrary in this IndentureSection 10.07(c), the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Company will not be permitted required to take comply with all or any actionportion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect guidance as to the Collateral for the benefit meaning thereof of the Indenture Trustee SEC and its staff, including “no action” letters or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statementsexemptive orders, continuation statements, collateral assignments all or any instruments portion of further assurance)TIA §314(d) is inapplicable to one or a series of released Collateral. (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Collateral Agent and the Trustee contemporaneously with the execution and delivery of this First Supplemental Indenture and promptly after the execution and delivery of any other instrument of further assurance or amendment, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect an Opinion of Counsel (except as expressly provided i) stating that in the Security Documents), maintain (with the priority required under opinion of such counsel the Security Documents), preserve and protect the security interests Documents are effective to create a Lien in the Collateral granted to the extent that the Guarantor has rights in or the power to transfer such Collateral and creation of a Lien in such collateral is governed by Article 9 of the Security DocumentsUCC; and (ii) stating that in the opinion of such counsel, including all action has been taken with respect to the filing of financing statements as is necessary to perfect the Lien in that portion of the Collateral (ix) in which the Company has rights or the power to transfer, (y) the creation and perfection of a Lien which is governed by Article 9 of the UCC and (z) in which a Lien can be perfected by filing a financing statement under the UCC. Such Opinion of Counsel shall also address matters pertaining to the recordation of the Collateral with the Federal Aviation Aircraft Registry and the registration of the Liens in the International Registry as the Trustee may reasonably request. (b) The Company shall furnish to the Collateral Agent and the Trustee on February 1 of each year beginning with February 1, 2008, an Opinion of Counsel, as of such date, stating that all action has been taken with respect to the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, other registrations and recordings as is necessary for the Lien in such manner and in such places as may be required by law to preserve and protect fully the rights that portion of the Holders and the Indenture Trustee under this Indenture and collateral subject to the Security Documents (x) in which the Company has rights or the power to all property comprising transfer, (y) the Collateral pursuant to the terms creation and perfection of a Lien which is governed by Article 9 of the Security DocumentsUCC, and (iiz) the delivery of the certificates, if any, evidencing the certificated securities pledged in which a Lien can be perfected by filing a financing statement under the Security DocumentsUCC, duly endorsed to continue to be perfected (or stating, in blank or accompanied the opinion of such counsel. that no such action is necessary to maintain the Liens created by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments the perfection thereof). Such Opinion of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect Counsel shall also address matters pertaining to the Collateral for the benefit recordation of the Indenture Collateral with the Federal Aviation Aircraft Registry and the registration of the Liens in the International Registry as the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)may reasonably request. (bc) If property The Company will otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA §314(b).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than third Persons holding Liens securing First Priority Claims and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) Each of the Company and the Guarantors shall file financing statements in its jurisdiction of organization and in any other relevant jurisdictions describing itself as debtor, the Collateral Agent as secured party, and the collateral covered by such financing statements as "All assets of Debtor, all proceeds thereof, and all rights and privileges with respect thereto" (or substantially similar words) and, if the Collateral Agent so requests, containing more specific descriptions of some or all of the Collateral. The Issuer shallCompany and the Guarantors, and each of them, hereby authorize the Collateral Agent to file the foregoing financing statements from time to time on their behalf in all relevant jurisdictions and to file amendments and continuation statements from time to time with respect thereto. The Company shall furnish to the Trustee, at its sole cost and expense, take or cause to be taken all commercially reasonable action such time as required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including TIA Section 314(b) an Opinion of Counsel either (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under counsel, this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsAgreements, financing statements and fixture filings then executed and delivered, as applicable, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted or amendment then executed and delivered have been properly recorded, registered and filed to take any actionthe extent necessary to perfect the security interests created by this Indenture and the Collateral Agreements 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 such Collateral Agreements and such other instruments, such recording, registering and filing are the only recordings, registerings and filings necessary to perfect such security interest and that no re-recordings, re registerings, or omit re-filings are necessary to take any actionmaintain such perfection, which action or omission might or would and further stating that all financing statements and continuation statements have been filed are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the security interest with respect to the Collateral Trustee for the benefit of itself and the Indenture Trustee Holders, under the Collateral Agreements or (ii) stating that, in the Holders except as expressly set forth herein or Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments Notes or any instruments of further assurance)the Collateral Agreements as intended by this Indenture, the Notes or any such Collateral Agreement. (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired May 1 of each year, commencing May 1, 2007, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Agreements.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Notes Collateral Agent, the Trustee or the Holders except as expressly set forth herein herein, in any Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)Collateral Agreements. (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 Business Days, grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Noteholder Collateral Agent and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2009, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (a) The Issuer shallCompany and each of the Note Guarantors will cause, at its sole cost and their own expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statementsthis Indenture and all amendments or supplements thereto to be registered, continuation statementsrecorded and filed or re-recorded, collateral assignments re-filed and any instruments of further assurance, 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 Liens created by the Security Documents on all parts of the Senior Notes Collateral and to effectuate and preserve the security of the Holders and all rights of the Trustee and the Collateral Agent. The Company and each of the Note Guarantors shall furnish to the Trustee: (a) promptly after the execution and delivery of the Security Documents, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the assignment of the Senior Notes Collateral intended to be made by the Security Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by the Security Documents, and reciting the details of such action or referring to prior opinions of counsel in which such details are given, and stating that as to the Security Documents such recording, registering and filing are the only recordings, registrations and filings necessary to give notice thereof and that no re-recordings, re-registrations or re-filings are necessary to maintain such notice, and further stating that all financing statements, continuation statements (or the equivalent thereof under the laws of Canada and any other relevant jurisdictions) and other instruments of further assurance have been executed and filed that are necessary fully to preserve and protect the rights of the Collateral Agent on behalf of the Holders and the Indenture Trustee under this Indenture hereunder and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed or (ii) stating that, in blank the opinion of such counsel, no such action is necessary to make such Lien and assignment effective; and (b) within 30 days after July 1 in each year beginning with July 1, 2003, an Opinion of Counsel, dated as of such date, either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements (or accompanied by undated stock powers or other instruments the equivalent thereof under the laws of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Canada and any amendments hereto other relevant jurisdictions) or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted as is necessary to take any action, or omit to take any action, which maintain the Lien of the Security Documents and reciting the details of such action or omission might referring to prior opinions of counsel in which such details are given, and stating that all financing statements and continuation statements or would the equivalent thereof under the laws of Canada and any other relevant jurisdiction have been executed and filed that are necessary fully to preserve and protect the result rights of materially impairing the security interest with respect to the Collateral for the benefit Agent on behalf of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security Documents, then the Issuer willor (b) stating that, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) such counsel, no such action is necessary to maintain such Lien and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensassignment.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Guarantor will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve Pledge Agreement and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and 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 fully the rights of Lien securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Note Guarantees pursuant to the terms Pledge Agreement. The Issuers and any other obligor shall furnish to the Trustee: (a) promptly after the execution and delivery of the Security Documentsthis First Supplemental Indenture, and (ii) promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the certificatesUnited States either (i) stating that, if anysubject to customary assumptions and exclusions, evidencing in the certificated securities pledged under opinion of such counsel, the Security DocumentsIndenture, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this First Supplemental Indenture, the Security Documents Pledge Agreement and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Pledge Agreement and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing such counsel, no such action is necessary to make any other Lien created under any of the security interest Pledge Agreement effective as intended by such Pledge Agreement; and (b) within 30 days after January 1, in each year beginning with the year 2000, an Opinion of Counsel, dated as of such date, either (i) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, such action has been taken with respect to the Collateral for the benefit recording, registering, filing, re-recording, re-registering and re-filing of the Indenture, this First Supplemental Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assurance)assurance as is necessary to maintain the Lien of this First Supplemental Indenture and the Pledge Agreement until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (ii) stating that, subject to customary assumptions and exclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (bc) If property of a type constituting Collateral is acquired The Issuers shall furnish to the Trustee the certificates or opinions, as the case may be, required by the Issuer that is not automatically TIA Section 314(d). Such certificates or opinions will be subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor terms of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(e).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral and the Escrow Funds and the Pledged Securities in the Escrowed Interest Account granted by the Security DocumentsCollateral Agreements, including including, without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsPledge Agreement, the Subsidiary Pledge Agreements and the Escrow Agreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. (b) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by ss. The Issuer will not be permitted 314(b) of the TIA, and promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, protecting, preserving or making effective a security interest pursuant to take any actionCollateral Agreement, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or omit amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to take any actionthe Trustee and the Holders under the Escrow Agreement and the securities pledged to the Trustee and the Holders under the Pledge Agreement and the Subsidiary Pledge Agreements have been delivered and duly endorsed in blank, which to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after January 1 and beginning with the year 1999, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer shallTo the extent applicable, at its sole cost and expensethe Company shall cause Section 314(d) of the Trust Indenture Act, take relating to the release of property or cause securities subject to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with Liens of the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Note Security Documents, including (iand 314(b) Trust Indenture Act, requiring an annual opinion of counsel relating to the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights maintenance of the Holders and Liens under this Indenture, to be complied with. (b) Any release of Collateral permitted by Section 4 of the Indenture Trustee Collateral Trust Agreement will be deemed not to impair the Liens under this Indenture and the Note Security Documents in contravention thereof. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act shall be made by an Officer or legal counsel, as applicable, of the Company except in cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected by the Company. (c) Notwithstanding anything to the contrary in this Section 11.02, the Company shall not be required to comply with all property comprising or any portion of 314(d) of the Collateral pursuant to Trust Indenture Act if it reasonably determines that under the terms of the Security Documents, and (ii314(d) the delivery of the certificatesTrust Indenture Act or any interpretation or guidance as to the meaning thereof of the SEC and its staff, if anyincluding “no action” letters or exemptive orders, evidencing all or any portion of 314(d) of the certificated securities pledged under Trust Indenture Act is inapplicable to any release or series of releases of the Security DocumentsCollateral. Without limiting the generality of the foregoing, duly endorsed in blank or accompanied by undated stock powers or the Issuers and the Guarantors may, subject to the other instruments provisions of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, among other things, without any release or consent by the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any actionHolders, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest conduct ordinary course activities with respect to the Collateral Collateral, including, without limitation, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Note Security Documents that has become worn out, defective, obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Note Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Note Security Documents that it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business as permitted by Section 4.10 hereof; (viii) making cash payments (including for the benefit repayment of Indebtedness or interest) from cash that is at any time part of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case ordinary course of real property title insurance) and any filings or other documentation in respect thereof as required business that are not otherwise prohibited by this Indenture and the Note Security Documents; and (ix) abandoning any intellectual property that is no longer used or useful in the Security Documents and take all necessary steps to perfect the security interest represented by such LiensIssuers’ or a Guarantor’s businesses.

Recording and Opinions. (a) The Issuer Company shall, in accordance with and subject to the terms of the Security Documents, and shall cause each of the Guarantors to, at its their sole cost and expense, file UCC-1 financing statements in the applicable filing office naming the Company or a Guarantor, as applicable, as debtor in order to perfect the security interest granted by them or under the Security Documents in the Collateral of the Company and the Guarantors and deliver to the Noteholder Collateral Agent the certificates representing the Pledged Securities (as defined in the Security Agreement), and take or cause to be taken taken, in accordance with the Security Documents, all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests or mortgage liens, as applicable, in the Collateral granted by the Security Documents, including including, in the case of personal property, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Notes Documents to all property comprising in the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the any certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall Company and the Guarantors shall, in accordance with the Security Documents, from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Notes Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to Neither the Company nor any Guarantor shall take any action, or omit to take any action, which action or omission might would adversely affect or would have the result of materially impairing impair in any material respect the security interest with respect to interests in the Collateral granted by the Company and the Guarantors for the benefit of the Indenture Noteholder Collateral Agent, the Trustee or the Holders except as expressly set forth herein or in the Security Notes Documents. The Indenture Neither the Trustee nor the Noteholder Collateral Agent shall have no obligation any duty to file see to any perfection of such security interest in the Collateral, including the recording or monitor filing of any financing statements (document or amendments in confirming or maintaining the perfection of financing statements, continuation statements, collateral assignments or any instruments of further assurance)such liens. (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected (to the extent required by the Security Agreement) security interest or mortgage lien, as applicable, under the Security DocumentsDocuments or a Restricted Subsidiary of the Company becomes a new Guarantor, then the Issuer willCompany or such Guarantor, as applicable, shall, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, or such Subsidiary becoming a Guarantor, (1) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture TrusteeNoteholder Collateral Agent for the benefit of the Holders of the Notes (and, to the extent such grant would require the execution and delivery of a Security Document), the Company or such Guarantor shall, if such property is personal property, execute and deliver certain such Security Document on substantially the same terms as the Security Document covering personal property, Collateral owned by the Company or a Guarantor on the Issue Date (but with such changes therein as may be necessary or appropriate to conform to local law or practice), including execution of a supplement to the Security Agreement and, if such property is real property, execute a new Mortgage or an amendment to an existing Mortgage granting a mortgage lien on such property as required by Section 12.03 hereof); (2) deliver any certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect and, in the case of real property, Section 12.03 of this Indenture; and (3) in the case of personal property, cause the security interest represented granted in such Security Document to be perfected to the same extent and with the same priority as the Liens (subject to Permitted Liens) granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the applicable Security Document, and in the case of real property, cause the new Mortgage or amendment to the existing Mortgage, as applicable, to be filed or recorded as required by Section 12.03 hereof). (c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2016, an Opinion of Counsel with respect to Collateral as defined in the Security Agreement that constitutes property covered by Article 9 of the UCC and as to which perfection may be accomplished by possession, control or filing of a financial statement under Article 9 of the UCC either (1) stating that, in the opinion of such Lienscounsel, all action necessary and required under the Security Documents to perfect or continue the perfection of the security interests created by the Security Agreement in such Article 9 Collateral has been taken and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under the Security Agreement. Such opinion may be subject to the limitations and assumptions of any prior opinion (including the opinions delivered on the Issue Date in connection with the offering of the Notes) to the extent such limitations and assumptions are applicable and other customary assumptions and limitations.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Issuers shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Lien in the Collateral granted by the Security Documents, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. to the Security Documents. (b) The Issuer will not Issuers shall, to the extent required by the TIA, furnish to the Trustee, at closing and at such other time as required by Section 314(b) of the TIA, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of a Lien in the Collateral intended to be permitted made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to take any the extent necessary to perfect the Lien in the Collateral created by the Security Documents (other than as stated in such opinion) and reciting the details of such action, and stating that as to the Lien created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or omit refilings are necessary to take any actionmaintain such notice (other than as stated in such opinion), which or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien. In rendering such opinions, legal counsel may rely on certificates of officers of the Issuers and/or the Restricted Subsidiaries with respect to factual matters. (c) The Issuers shall furnish to the Trustee on March 15th in each year, beginning with March 15, 2000, an Opinion of Counsel, dated as of such date, either (i)(A) stating that, in the opinion of such counsel, all required action has been taken with respect to the recording, filing, re-recording and refiling of all supplemental indentures, financing statements, continuation statements and other documents as is necessary to maintain the Lien of this Indenture and the Security Documents (other than as stated in such opinion) and reciting with respect to the Lien in the Collateral the details of such action or omission might or would referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the result succeeding 24 months fully to maintain the Lien of materially impairing the security interest Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral for (other than as stated in such opinion), or (ii) stating that, in the benefit opinion of such counsel, no such action is necessary to maintain such Lien. In rendering such opinions, legal counsel may rely on certificates of officers of the Indenture Trustee or Issuers and/or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation Restricted Subsidiaries with respect to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)factual matters. (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 20 Business DaysDays or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, grant Liens having Required Priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Third Lien Secured Parties and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2016, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements but subject to the Intercreditor Agreement, including including, without limitation, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders -82- Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery (for so long as the Credit Agreement is in effect, as defined in Section 8-301(a)(2) of the certificatesU.C.C.; otherwise, if any, as defined in Section 8-301(a)(1) of the U.C.C.) of the certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank blank, it being understood that concurrently with the execution of this Indenture the Company has delivered financing statements for filing by the Initial Purchaser or accompanied by undated stock powers or other instruments of transfer executed in blankits agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), at such time as required by TIA Section 314(b), and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to the Collateral Agent for the benefit of itself, the Trustee and the Holders under the Security Agreement have been delivered and duly endorsed in blank, to the extent necessary to perfect the security interests created by the Security Agreement and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or would re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the Collateral Agent for the benefit of itself, the Holders and, the Trustee under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within thirty (30) days after the fifteenth day of October and beginning with the year 2003, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the security interest interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such security interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the perfection of such security interest represented by such Liensinterests.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security Collateral Documents, including (i) the filing of Uniform Commercial Code financing statements, Uniform Commercial Code continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Pledge and Security DocumentsAgreement, duly endorsed in blank or accompanied blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have filed all Uniform Commercial Code financing statements in such filing offices as may be necessary to perfect the Liens of the Collateral Agent on the Collateral to the extent that such Liens can be perfected by undated stock powers or other instruments of transfer executed in blanksuch filings. The Issuer Company shall from time to time promptly pay all Uniform Commercial Code financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent, at such time as required by TIA §314(b) and, as reasonably requested by the Trustee and the Collateral Agent, promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit to take any action, which action or omission might or would have the result of materially impairing the making effective a security interest with respect pursuant to any Collateral Document, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Documents, Uniform Commercial Code financing statements and fixture filings, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing securities pledged to the Collateral Agent for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest Notes Secured Parties under the Pledge and Security DocumentsAgreement have been delivered and duly endorsed in blank, then to the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all extent necessary steps to perfect the security interests created by this Indenture and the Collateral Documents 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 such Collateral Documents and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest represented and that no re-recordings, re‑registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all Uniform Commercial Code financing statements and Uniform Commercial Code continuation statements have been filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Collateral Agent for the benefit of the Notes Secured Parties, under the Collateral Documents or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Notes or any of the Collateral Documents as intended by this Indenture, the Notes or any such LiensCollateral Document. (c) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of July 31 of each year, commencing July 31, 2017, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Documents.

Recording and Opinions. (a) The Issuer shallAs required by the provisions of Section 314(b) of the TIA, at its sole cost and expenseAirGate and, if applicable, the Guarantors shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the Lien on and security interests interest in the Collateral granted by the Security DocumentsDocuments (subject only to Permitted Liens), including (i) without limitation, the filing of financing statements, continuation statements, collateral assignments mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to Collateral. AirGate and the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Guarantors shall from time to time promptly pay all financing and statement, continuation statement recording and mortgage recording, registration and/or filing fees, charges and recording and similar taxes relating to this Indenture, Indenture and the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required hereunder or pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to to, nor shall it be responsible for any failure to, so register, file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)record. (b) If property of a type constituting Collateral is acquired As required by the Issuer provisions of Section 314(b) of the TIA, AirGate shall furnish to the Trustee within three months after each anniversary of the Closing Date, an Opinion of Counsel, dated as of such date, stating either that is not automatically subject (i) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to a Lien or perfected security interest under be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documents, then the Issuer willfinancing statements, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings continuation statements or other documentation in respect thereof instruments of further assurance as required is necessary to maintain the Liens intended to be created by this Indenture or the Security Documents and take all reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary steps to perfect the security interest represented by maintain such Liens, which Opinion of Counsel also shall state what actions it then believes are necessary to maintain the effectiveness of such Liens during the next two years.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the date hereof, at such time as required by Section 314(b) of the Trust Indenture Act of 1939, as amended, and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixtures filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Securities or any of the Collateral Agreements as intended by this Indenture, the Securities and such Collateral Agreements. (c) Annually, within 30 days after January 1 and beginning with the year 1999, the Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 18 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Collateral Agent simultaneously with the execution and delivery of the Supplemental Indenture an Opinion of Counsel, at its sole cost and expensewhich may contain customary qualifications, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided stating that in the Security Documents)opinion of such counsel (i) the Collateral Document has been duly executed and delivered by the Company and TTC and constitutes the legal, maintain valid and binding obligations of the Company and TTC enforceable against the Company and TTC in accordance with its terms, (with the priority required under ii) the Security Documents), preserve Interests purportedly granted and protect created by the Company and TTC are valid and enforceable security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, described in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral Document for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or under this Indenture, and (iii) with respect to the Security Documents. The Indenture Trustee shall have no obligation Interests in the Collateral, all action has been taken with respect to file or monitor any the recording, registering and filing of the Collateral Document, financing statements (or amendments other instruments necessary to make effective the first priority perfected Lien intended to be created by the Collateral Document, and the details of financing statements, continuation statements, collateral assignments or any instruments of further assurance)such action. (b) If property The Company shall furnish to the Collateral Agent, simultaneously with the pledge and delivery as additional Collateral under the Collateral Document of a type constituting Collateral is acquired any Investments (or evidences thereof) made by the Issuer Company or any Subsidiary in TTC or Newco after the date of the Supplemental Indenture (1) in the event that such Subsidiary is not automatically subject already a party to a Lien or perfected security interest under the Collateral Document, an instrument reasonably satisfactory to the Collateral Agent by which such Subsidiary shall agree to become an additional "Pledgor" party thereto, and (2) an Opinion of Counsel, which may contain customary qualifications, stating that in the opinion of such counsel (i) if applicable, the Collateral Document has been duly executed and delivered by such Subsidiary and constitutes the legal, valid and binding obligation of such Subsidiary enforceable against such Subsidiary in accordance with its terms, (ii) the Security DocumentsInterests purportedly granted and created by such Pledgor are validly created and binding security interests in such Investments for the benefit of Holders under this Indenture, then and (iii) with respect to the Issuer willSecurity Interests in such Investments, as soon as reasonably practicable after such property’s acquisition all action has been taken with respect to the recording, registering and in any event within 10 Business Days, grant Liens on such property in favor filing of the Indenture TrusteeCollateral Document, financing statements or other instruments necessary to make effect the first priority perfected Lien intended to be created by the Collateral Document in such Investments, and deliver certain certificates (including in the case details of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liensaction.

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company will furnish to the Trustee and the Collateral Agent (if other than the Trustee), upon or promptly after the execution and delivery of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentsthis Indenture, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteecompliance with TIA §314(b)(1), and deliver certain certificates (including on or within one month following August 1 of each year, commencing August 1, 2022, an Opinion of Counsel in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA §314(b)(2).

Recording and Opinions. (a) The Issuer shallCompany and the Guarantors shall cause the applicable Collateral Documents including the Mortgage, at its sole cost the Bossier Riverboat Mortgage and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve Crescent City Mortgage and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect (i) the Liens securing the obligations under the Notes and the Guarantees pursuant to the Collateral Documents and (ii) the Lien of the Guarantors securing (for the benefit of the Holders of Notes) the Notes and the Guarantees and to effectuate and preserve the security of the Holders of Notes and all rights of the Trustee. (b) The Company, the Guarantors and any other obligor shall furnish to the Trustee: (i) promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any supplemental indenture or other amendment to any Collateral Document, an Opinion of Counsel in the United States either (i) stating that in the opinion of such counsel, this Indenture, the Collateral Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by such Collateral Documents 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 such Collateral Documents and such other instruments such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents or (ii) stating that, in the opinion of such counsel, no such action is necessary to make any other Lien created under any of the Collateral Documents effective as intended by such Collateral Documents; and (ii) On August 22, in each year beginning with the year 1996, an Opinion of Counsel, dated as of such date, either (A) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens of this Indenture and the Collateral Documents until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring 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 Holders and the Indenture Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral Documents or (B) stating that in the opinion of such counsel, no such action is necessary to maintain such Liens, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Company shall furnish to the Trustee the certificates or opinions, as the case may be, required by TIA Section 314(d). Such certificates or opinions shall be subject to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assuranceTIA Section 314(e). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Company and FEEC shall, and FEEC shall cause each of the Subsidiary Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to any of the Collateral for the benefit of the Indenture Collateral Agent, the Trustee or the Holders except as expressly set forth herein herein, in the Intercreditor Agreement or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsDocuments or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 Business Days, grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Collateral Agent and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Collateral Agent, on or within one month of December 31 of each year, commencing December 31, 2013, an Opinion of Counsel either (1) (a) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Security Documents have been taken, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given and (b) stating that, to the extent applicable in the relevant jurisdiction, in the opinion of such counsel, based on relevant laws in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Security Documents.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Subsidiary Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve applicable Collateral Documents and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee at the direction of the Holders in order fully to preserve and protect fully the rights of Lien securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Subsidiary Guarantees of such Subsidiary Guarantors pursuant to the terms of the Security Collateral Documents, except as otherwise provided herein and therein. (iib) The Issuers, the Subsidiary Guarantors and any other obligor shall furnish to the Trustee promptly after the execution and delivery of this Indenture, and promptly after the certificatesexecution and delivery of any other instrument of further assurance or amendment, if anyan Opinion of Counsel in the United States either (i) stating that, evidencing subject to customary assumptions and exclusions, in the certificated securities pledged under the Security Documentsopinion of such counsel, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing the security interest with respect such counsel, no such action is necessary to make any other Lien created under any of the Collateral for the benefit of the Indenture Trustee or the Holders except Documents effective as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented intended by such LiensCollateral Documents.

Recording and Opinions. (a) The Issuer Company shall, in accordance with and subject to the terms of the Security Documents, and shall cause each of the Guarantors to, at its their sole cost and expense, file UCC-1 financing statements in the applicable filing office naming the Company or a Guarantor, as applicable, as debtor in order to perfect the security interest granted by them or under the Security Documents in the Collateral of the Company and the Guarantors and deliver to the Noteholder Collateral Agent the certificates representing the Pledged Securities (as defined in the Security Agreement), and take or cause to be taken taken, in accordance with the Security Documents, all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests or mortgage liens, as applicable, in the Collateral granted by the Security Documents, including including, in the case of personal property, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Notes Documents to all property comprising in the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the any certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall Company and the Guarantors shall, in accordance with the Security Documents, from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Notes Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer Neither the Company nor any Guarantor will not be permitted to take any action, or omit to take any action, which action or omission might would adversely affect or would have the result of materially impairing impair in any material respect the security interest with respect to interests in the Collateral granted by the Company and the Guarantors for the benefit of the Indenture Noteholder Collateral Agent, the Trustee or the Holders except as expressly set forth herein or in the Security Notes Documents. The Indenture Neither the Trustee nor the Noteholder Collateral Agent shall have no obligation any duty to file see to any perfection of such security interest in the Collateral, including the recording or monitor filing of any financing statements (document or amendments in confirming or maintaining the perfection of financing statements, continuation statements, collateral assignments or any instruments of further assurance)such liens. (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected (to the extent required by the Security Agreement) security interest or mortgage lien, as applicable, under the Security DocumentsDocuments or a Restricted Subsidiary of the Company becomes a new Guarantor, then the Issuer Company or such Guarantor, as applicable, will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, or such Subsidiary becoming a Guarantor, (1) grant Liens on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture TrusteeNoteholder Collateral Agent for the benefit of the Holders of the Notes (and, to the extent such grant would require the execution and delivery of a Security Document), the Company or such Guarantor shall, if such property is personal property, execute and deliver certain such Security Document on substantially the same terms as the Security Document covering personal property, Collateral owned by the Company or a Guarantor on the Issue Date (but with such changes therein as may be necessary or appropriate to conform to local law or practice), including execution of a supplement to the Security Agreement and, if such property is real property, execute a new Mortgage or an amendment to an existing Mortgage granting a mortgage lien on such property as required by Section 12.03 hereof); (2) deliver any certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect and, in the case of real property, Section 12.03 of this Indenture; and (3) in the case of personal property, cause the security interest represented granted in such Security Document to be perfected to the same extent and with the same priority as the Liens (subject to Permitted Liens) granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the applicable Security Document, and in the case of real property, cause the new Mortgage or amendment to the existing Mortgage, as applicable, to be filed or recorded as required by Section 12.03 hereof). (c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2014, an Opinion of Counsel with respect to Collateral as defined in the Security Agreement that constitutes property covered by Article 9 of the UCC and as to which perfection may be accomplished by possession, control or filing of a financial statement under Article 9 of the UCC either (1) stating that, in the opinion of such Lienscounsel, all action necessary and required under the Security Documents to perfect or continue the perfection of the security interests created by the Security Agreement in such Article 9 Collateral has been taken and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given or (2) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under the Security Agreement. Such opinion may be subject to the limitations and assumptions of any prior opinion (including the opinions delivered on the Issue Date in connection with the offering of the Notes) to the extent such limitations and assumptions are applicable and other customary assumptions and limitations.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Security Interests in the Collateral granted by the Security Documents, including (i) Collateral Agreements to the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, extent set forth in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant Agreement, subject to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankIntercreditor Agreement. 76 The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the Closing Date, at such time as required by TIA Section 314(b), and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing Pledged Securities pledged to the Trustee and the Holders under the Security Agreement have been, subject to the terms of the Intercreditor Agreement and the Security Agreement delivered and duly endorsed in blank, to the extent necessary to perfect the Security Interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might or would have referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the result of materially impairing the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Holders, the Trustee and the Collateral Agent hereunder and under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any Security Interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within 30 days after August 1 and beginning with the year 2004, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of financing statements, continuation statements and other documents, and delivery of all certificates, as are then necessary to perfect or continue the perfection of the Security Interests created by the Collateral Agreements, subject to the terms of the Intercreditor Agreement and the Security Agreement and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed (if necessary) and filed that are necessary as of such date and during the succeeding 24 months fully to maintain, perfect or continue the perfection of such Security Interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the security interest represented by perfection of such LiensSecurity Interests.

Recording and Opinions. (a) The Immediately prior to the issuance of the Notes and annually thereafter, the Issuer shallwill furnish to the Collateral Trustee and the Note Trustee an Opinion of Counsel, at its sole cost and expensedated as of such date, take or cause to be taken all commercially reasonable action required to perfect either: (except as expressly provided 1) (A) stating that, in the Security Documents)opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain (with the priority required under Lien of the Security Documents), preserve Documents and protect reciting with respect to the security interests in the Collateral granted by the Security Documentsdetails of such action or referring to prior Opinions of Counsel in which such details are given, including and (iB) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and in continuation statements have been executed and filed that are necessary as of such places as may be required by law date and during the succeeding 12 months fully to preserve and protect fully protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Indenture Collateral Trustee and the Note Trustee hereunder and under this Indenture and the Security Documents to all property comprising the Collateral pursuant with respect to the terms security interests in the Collateral; or 1 Language under review by Fidelity. (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) The Issuer will otherwise comply with the provisions of TIA §314(b). (c) To the extent applicable, the Issuer will cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Note Liens of the Security Documents, and (iito be complied with. Any certificate or opinion required by TIA §314(d) the delivery may be made by an officer of the certificatesIssuer except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, if anywhich Person will be an independent engineer, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers appraiser or other instruments of transfer executed expert that the Issuer, in blankan Officers’ Certificate delivered to the Note Trustee, certifies is an independent Person under TIA §314(d). The Issuer shall from time Notwithstanding anything to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the contrary in this IndentureSection 11.06(c)), the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted required to take comply with all or any actionportion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect guidance as to the Collateral for the benefit meaning thereof of the Indenture Trustee SEC and its staff, including “no action” letters or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statementsexemptive orders, continuation statements, collateral assignments all or any instruments portion of further assurance)TIA §314(d) is inapplicable to one or a series of released Collateral. (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company will furnish to the Trustee and the Collateral Agent (if other than the Trustee), upon or promptly after the execution and delivery of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentsthis Indenture, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteecompliance with TIA §314(b)(1), and deliver certain certificates (including on or within one month following June 1 of each year, commencing June 1, 2019, an Opinion of Counsel in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA §314(b)(2).

Recording and Opinions. (a) The Issuer shallCompany shall furnish to the Trustee, at its sole cost and expense, take or cause to be taken all commercially reasonable action such time as required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the Collateral granted by the Security Documents, including TIA Section 314(b) an Opinion of Counsel either (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurancestating that, in the opinion of such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders and the Indenture Trustee under counsel, this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, financing statements and (ii) the delivery of the certificatesfixture filings then executed and delivered, if anyas applicable, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay and all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted or amendment then executed and delivered have been properly recorded, registered and filed to take any actionthe extent necessary to perfect the security interests created by the Collateral Documents 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 such Collateral Documents and such other instruments, such recording, registering and filing are the only recordings, registerings and filings necessary to perfect such security interest and that no re-recordings, re-registerings, or omit re-filings are necessary to take any actionmaintain such perfection, which action or omission might or would and further stating that all financing statements and continuation statements have been filed are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the security interest with respect to the Collateral Trustee for the benefit of itself and the Indenture Trustee Holders, under the Collateral Documents or (ii) stating that, in the Holders except Opinion of such Counsel, no such action is necessary to perfect any security interest created under any of the Collateral Documents as expressly set forth herein or intended by this Indenture, the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments Notes or any instruments of further assurance)such Collateral Document. (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired June 30 of each year, commencing June 30, 2008, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Documents.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Issuers shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Lien in the Collateral granted by the Security Documents, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. to the Security Documents. (b) The Issuer will not Issuers shall, to the extent required by the TIA, furnish to the Trustee, at closing and at such other time as required by Section 314(b) of the TIA, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of a Lien in the Collateral intended to be permitted made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to take any the extent necessary to perfect the Lien in the Collateral created by the Security Documents (other than as stated in such opinion) and reciting the details of such action, and stating that as to the Lien created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or omit refilings are necessary to take any actionmaintain such notice (other than as stated in such opinion), which or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien. In rendering such opinions, legal counsel may rely on certificates of officers of the Issuers and/or the Restricted Subsidiaries with respect to factual matters. (c) The Issuers shall furnish to the Trustee on March 15th in each year, beginning with March 15, 2000, an Opinion of Counsel, dated as of such date, either (i)(A) stating that, in the opinion of such counsel, all required action has been taken with respect to the recording, filing, re-recording and refiling of all supplemental indentures, financing statements, continuation statements and other documents as is necessary to maintain the Lien of the Security Documents (other than as stated in such opinion) and reciting with respect to the Lien in the Collateral the details of such action or omission might or would referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the result succeeding 24 months fully to maintain the Lien of materially impairing the security interest Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral for (other than as stated in such opinion), or (ii) stating that, in the benefit opinion of such counsel, no such action is necessary to maintain such Lien. In rendering such opinions, legal counsel may rely on certificates of officers of the Indenture Trustee or Issuers and/or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation Restricted Subsidiaries with respect to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)factual matters. (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank blank, it being understood that concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have delivered financing statements for filing by the Initial Purchaser or accompanied by undated stock powers or other instruments of transfer executed in blankits agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired The Company shall furnish to the Trustee, at such time as required by TIA Section 314(b) and, as reasonably requested by the Issuer that is not automatically subject to Trustee, promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, protecting, preserving or making effective a Lien or perfected security interest pursuant to any Collateral Agreement, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, and all certificates evidencing securities pledged to the Trustee for the benefit of itself and the Holders under the Security DocumentsAgreement have been delivered and duly endorsed in blank, then to the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all extent necessary steps to perfect the security interests created by this Indenture and the Collateral Agreements 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 such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest represented and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed, and all such certificates have been delivered, that are necessary fully to preserve and protect the rights of and perfect such security interests of the Trustee for the benefit of itself and the Holders, under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes or any such LiensCollateral Agreement. (c) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of June 30 of each year, commencing June 30, 2007, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests Lien in the Collateral granted by the Security Documents, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company or the Issuer shall furnish to the Trustee, at closing and at such other time as required by (S) 314(b) of the TIA, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of a type constituting Lien in the Collateral is acquired intended to be made by the Issuer Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien in the Collateral created by the Security Documents and reciting the details of such action, and stating that is not automatically subject as to a the Lien or perfected security interest under created pursuant to the Security Documents, then such recordings and filings are the Issuer willonly recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Daysor (b) to the effect that, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurancesuch counsel, no such action is necessary to perfect such Lien. (c) and any filings or other documentation in respect thereof as To the extent required by this Indenture or the TIA, the Company shall furnish to the Trustee on September 1 in each year, beginning with 1999, an Opinion of Counsel, dated as of such date, either (i)(A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, filing, re- recording and refiling of all supplemental indentures, financing statements, continuation statements and other documents as is necessary to maintain the Lien of the Security Documents and take reciting with respect to the Lien in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary steps as of such date and during the succeeding 24 months fully to perfect maintain the security interest represented by Lien of the Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such Lienscounsel, no such action is necessary to maintain such Lien.

Recording and Opinions. (aA) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security DocumentsDocuments or applicable law (including the filing of UCC amendments and continuations), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders and as security for the Indenture Trustee obligations under this Indenture Indenture, the Notes, any Guarantees and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, prior to the rights of all third Persons and (ii) the delivery of the certificatessubject to no other Liens, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or each case other instruments of transfer executed in blankthan Permitted Liens. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes expenses relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (B) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing [●], an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (C) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (a) The Issuer Issuers shall, and shall cause each of the Restricted Subsidiaries of the Company to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Documents (except as expressly provided herein or therein), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, the Security Trustee and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsPledge Agreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Issuers and the Restricted Subsidiaries of the Company have delivered financing statements for filing by the Initial Purchasers or their agents. The Issuer Issuers shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Issuers shall furnish to the Trustee, the Security Trustee and the Collateral Agent (if other than the Trustee), on or within one month of a type constituting Collateral is acquired December 22 of each year, commencing December 22, 2010, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Issuer that Collateral Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (ii) stating that, in the Opinion of such Counsel, no such action is not automatically subject necessary to a Lien perfect or perfected continue the perfection of any security interest created under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensCollateral Documents.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security Documents), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, superior to and prior to the rights of all third Persons, and subject to no other Liens (other than Permitted Liens); provided that, notwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the security interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of certificated securities, Chattel Paper, promissory notes or Instruments as required by the Security Agreement, (4) entry into Deposit Account Control Agreements (as defined in the Security Agreement) and securities account control agreements (other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, (5) entry into the Mortgages contemplated by Section 4.18 of this Indenture and (ii6) entry into Collateral Access Agreements (as defined in the delivery of Security Agreement), (B) to perfect the certificates, if any, evidencing the certificated securities pledged security interest granted under the Security Documents, duly endorsed Documents in blank or accompanied by undated stock powers Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other instruments action with respect to the perfection of transfer executed the security interests, including of any Intellectual Property, created under the Security Documents in blankany jurisdiction outside of the United States other than the use of commercially reasonable efforts to obtain a perfected security interest in respect of any Capital Stock of a Pledged Foreign Subsidiary constituting Collateral in the jurisdiction of formation of such Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not . (a) Upon the entering into of the Security Agreement, the Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing December 15, 2020, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (b) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Subsidiary Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve applicable Collateral Documents and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee at the direction of the Holders in order fully to preserve and protect fully the rights of Lien securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Subsidiary Guarantees of such Subsidiary Guarantors pursuant to the terms Collateral Documents, except as otherwise provided herein and therein. The Issuers, the Subsidiary Guarantors and any other obligor shall furnish to the Trustee: (a) promptly after the execution and delivery of this Indenture, and in connection with the request by the Issuer for the Trustee to issue the Authentication Order in accordance with this Indenture, an Opinion of Counsel in the United States that the Notes and this Indenture will constitute legal, valid and legally binding obligations of the Security DocumentsIssuers, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles; (b) promptly after the execution and delivery of this Indenture, and (ii) promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the certificatesUnited States either (i) stating that, if anysubject to customary assumptions and exclusions, evidencing in the certificated securities pledged under the Security Documentsopinion of such counsel, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing such counsel, no such action is necessary to make any other Lien created under any of the security interest with respect Collateral Documents effective as intended by such Collateral Documents; (c) the Issuers shall furnish to the Collateral for Trustee the benefit certificates or opinions, as the case may be, required by TIA Section 314(d), if any. Such certificates or opinions will be subject to the terms of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assuranceTIA Section 314(e). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany will, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect perfect, maintain, preserve and protect the valid and enforceable, perfected (except as expressly provided in to the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Escrow Agent as security for the Obligations contained in this Indenture, the Notes and the Collateral Documents, including superior to and prior to the rights of all third Persons, and subject to no other Liens, including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this AMERICAS 110782874 62 Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company will furnish to the Trustee and the Collateral Agent (if other than the Trustee), upon or promptly after the execution and delivery of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentsthis Indenture, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteecompliance with TIA §314(b)(1), and deliver certain certificates (including on or within one month following August 1 of each year, commencing August 1, 2022, an Opinion of Counsel in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA §314(b)(2).

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements but subject to the Intercreditor Agreement, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank blank, it being understood that concurrently with the execution of this Indenture the Company has delivered financing statements for filing by the Initial Purchaser or accompanied by undated stock powers or other instruments of transfer executed in blankits agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements, the Intercreditor Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), at such time as required by TIA Section 314(b), and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionCollateral Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture and the Collateral Agreements, financing statements and fixture filings then executed and delivered, as applicable, and all other instruments of further assurance or amendment then executed and delivered have been properly recorded, registered and filed, to the extent necessary to perfect the security interests created by this Indenture and the Collateral Agreements and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given, and stating that as to such Collateral Agreements and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or would re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the Collateral Agent for the benefit of itself, the Holders and, the Trustee under the Collateral Agreements or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Notes or any of the Collateral Agreements as intended by this Indenture, the Notes and such Collateral Agreements. (c) Annually, within thirty (30) days after May 1 of each year and beginning with the year 2004, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and refiling of financing statements, continuation statements and other documents as are then necessary to perfect or continue the perfection of the security interest interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed (if necessary) and filed that are necessary as of such date and during the succeeding six (6) months fully to maintain, perfect or continue the perfection of such security interests under the Collateral Agreements with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders, the Collateral Agent and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsCollateral Agreements or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the perfection of such security interest represented by such Liensinterests.

Recording and Opinions. (a) The Issuer shallCompany and the Guarantors will cause this Indenture, at its sole cost and expenseif necessary, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in the applicable Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and 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 fully (a) the Lien securing the obligations under the Senior Notes and the Guarantees of those Guarantors that are parties to the Collateral Documents pursuant to the Collateral Documents and (b) the Lien of the Guarantors that are parties to the Collateral Documents securing (for the ratable benefit of the Holders of Senior Notes) the Senior Notes and the Guarantees and to effectuate and preserve the security of the Holders of Senior Notes and all rights of the Holders Trustee. The Company, the Guarantors and any other obligor shall furnish to the Trustee: (a) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel in the United States (a) stating that this Indenture, the Senior Notes and the Indenture Trustee under this Indenture Collateral Documents and the Security Documents to all property comprising the Collateral pursuant to the terms such instruments of the Security Documents, and (ii) the delivery of the certificatesfurther assurance or amendment, if any, evidencing are valid, binding and enforceable obligations of the certificated securities pledged under Company and its Subsidiaries which are signatories to those agreements, subject to customary qualifications and exceptions reasonably acceptable to the Security DocumentsTrustee, duly endorsed and (b) either (i) stating that, subject to customary assumptions and exclusions, in blank or accompanied by undated stock powers or the opinion of such counsel, this Indenture and other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any actionor amendment have been properly recorded, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.registered and

Recording and Opinions. (a) The Issuer shall, at its sole cost Issuers and expense, take or the Subsidiary Guarantors will cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve applicable Collateral Documents and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments and all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee at the direction of the Holders in order fully to preserve and protect fully the rights of Lien securing the Holders obligations under the Notes and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral Subsidiary Guarantees of such Subsidiary Guarantors pursuant to the terms of the Security Collateral Documents, except as otherwise provided herein and therein. The Issuers, the Subsidiary Guarantors and any other obligor shall furnish to the Trustee: (iia) promptly after the execution and delivery of this Indenture, and promptly after the certificatesexecution and delivery of any other instrument of further assurance or amendment, if anyan Opinion of Counsel in the United States either (i) stating that, evidencing subject to customary assumptions and exclusions, in the certificated securities pledged under the Security Documentsopinion of such counsel, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be permitted to take any action, or omit to take any action, which created by the Collateral Documents and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given or would have (ii) stating that, subject to customary assumptions and exclusions, in the result opinion of materially impairing the security interest with respect such counsel, no such action is necessary to make any other Lien created under any of the Collateral for the benefit of the Indenture Trustee or the Holders except Documents effective as expressly set forth herein or the Security intended by such Collateral Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance).; (b) If property of a type constituting Collateral is acquired the Issuers shall furnish to the Trustee the certificates or opinions, as the case may be, required by the Issuer that is not automatically TIA Section 314(d), if any. Such certificates or opinions will be subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor terms of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA Section 314(e).

Recording and Opinions. (a) The Issuer shallCompany will, and will cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents and as the Collateral Agent shall reasonably request, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreements), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, the Notes Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than as set forth in the Intercreditor Agreements), and subject to no other Liens (other than Permitted Liens), including, without limitation, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreements, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security Collateral Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture, the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall Company will from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shall, Company shall at its sole cost and expense, expense take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the Lien on and security interests interest in the Collateral granted by the Security Documents, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture In denture and the rights of the Collateral Agent under Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges charges, mortgage taxes and recording and similar other taxes relating to this Indenture, Indenture and the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee, at the time of execution and delivery of this Indenture, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of a type constituting security interest in the Collateral is acquired intended to be made by the Issuer Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the security interests in the Collateral created by the Security Documents and reciting the details of such action, and stating that is not automatically subject as to a Lien or perfected the security interest under interests created pursuant to the Security Documents, then such recordings and filings are the Issuer willonly recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), as soon as reasonably practicable or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. Promptly after such property’s acquisition execution and in any event within 10 Business Daysdelivery of this Indenture, grant Liens on such property in favor the Company shall deliver the opinion(s) required by Section 314(b) of the Indenture TIA. The Company shall furnish to the Trustee, at the time of execution and deliver certain certificates delivery of any Additional Security Document(s), Opinion(s) of Counsel either substantially to the effect set forth in clause (including i) of the immediately preceding sentence (but relating only to such Additional Security Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof. (c) The Company shall furnish to the Trustee on April 15 in each year, beginning with April 15, 1998, an Opinion of Counsel, dated as of such date, either (i)(A) stating that, in the case opinion of real property title insurance) such counsel, action has been taken with respect to the recording, filing, re-recording and any filings or refiling of all supplemental indentures, financing statements, continuation statements and other documentation in respect thereof documents as required by this Indenture or is necessary to maintain the Lien of the Security Documents and take reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary steps as of such date and during the succeeding 24 months fully to perfect maintain the security interest represented of the Security- holders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. (d) 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 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 "Permitted Liens," in an amount not less than the fair market value of such Real Property and fixtures, which policy (or commitment) shall (i) be issued by Chicago Title Insurance Company, (ii) 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 (iii) contain only such exceptions to title as shall be Prior Liens; (e) The Company shall furnish to the Trustee at least annually a Certificate of Insurance detailing the coverage(s) for each mortgaged property secured by this Indenture and the Security Documents.

Recording and Opinions. (a) The Issuer shall, at its sole cost and expense, Company shall take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsAgreement, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Trustee and the Indenture Trustee Collateral Agent under this Indenture and the Security Documents Agreement to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, Indenture and the Security Documents Agreement and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not be permitted Company shall furnish to take the Trustee and the Collateral Agent (if other than the Trustee), on the Issue Date and promptly after the execution and delivery of any actionother instrument of further assurance or amendment granting, perfecting, protecting, preserving or omit making effective a security interest pursuant to take any actionthe Security Agreement, which an Opinion of Counsel either (i) stating that, in the opinion of such counsel, this Indenture, the Security Agreement and the financing statements then delivered and all other instruments of further assurance or amendment then executed and filed have been properly recorded, registered and filed, to the extent necessary to perfect the security interests created by this Indenture and the Security Agreement and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given, and stating that as to such Security Agreement and such other instruments, such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, refilings or would re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the result rights of materially impairing and perfect such security interests of the Collateral Agent for the benefit of itself, the Holders and, the Trustee under the Security Agreement or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to perfect any security interest created under this Indenture, the Notes or the Security Agreement as intended by this Indenture, the Notes and the Security Agreement. (c) Annually, within thirty (30) days after August 1 of each year and beginning with the year 2004, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), an Opinion of Counsel, dated as of such date, either (i) stating that: (A) in the opinion of such counsel, action has been taken with respect to the registering, recording, filing, re-recording, re-registering and re-filing of this Indenture, and all supplemental indentures, financing statements, continuation statements and other documents as are then necessary to perfect or continue the perfection of the security interest interests created by the Security Agreement and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given; and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding six (6) months fully to maintain, perfect or continue the perfection of such security interests under the Security Agreement with respect to the Collateral for and to maintain, preserve, and protect the benefit rights of the Indenture Holders, the Collateral Agent and the Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest hereunder and under the Security DocumentsAgreement or (ii) stating that, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case opinion of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all such counsel, no such action is then necessary steps to perfect or continue the perfection of such security interest represented by such Liensinterests.

Recording and Opinions. (a) The Issuer shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement, if any), preserve and protect the valid and enforceable, perfected (except as expressly provided to the contrary herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than third Persons from time to time holding certain Permitted Liens (as provided in the Collateral Documents) or as set forth in the Intercreditor Agreement, if any), and subject to no other Liens (other than Permitted Liens), including, (i) the preparation and filing of financing statements, amendments and continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, if any, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and the Guarantors have submitted duly prepared financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording recording, stamp, intangibles and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shall, Company shall at its sole cost and expense, expense take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the Lien on and security interests interest in the Collateral granted by the Security Documents, including (i) including, without limitation, the filing of financing statements, continuation statements, collateral assignments statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect fully the rights of the Holders and the Indenture Trustee under this Indenture and the rights of the Trustee or the Collateral Agent, as applicable, under Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blankCollateral. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges charges, mortgage taxes and recording and similar other taxes relating to this Indenture, Indenture and the Security Documents and Documents, any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Company authorizes the Trustee to file such financing statements, continuation statements and other instruments of further assurance on behalf of the Company if the Company fails to do so in accordance with the provisions of this Section 10.02 or in the event any such financing statements, or continuation statements thereof, will expire or lapse within sixty (60) days. Notwithstanding the foregoing, the Trustee shall have no obligation to file or monitor any financing statements (or amendments of such financing statements, continuation statements, collateral assignments statements or any instruments of further assurance)other instruments. (b) If property The Company shall furnish to the Trustee, at the time of execution and delivery of this Indenture, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of a type constituting security interest in the Collateral is acquired intended to be made by the Issuer Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the security interests in the Collateral created by the Security Documents and stating that is not automatically subject as to a Lien or perfected the security interest under interests created pursuant to the Security Documents, then such recordings and filings are the Issuer willonly recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), as soon as reasonably practicable or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. Promptly after such property’s acquisition execution and in any event within 10 Business Daysdelivery of this Indenture, grant Liens on such property in favor the Company shall deliver the opinion(s) required by Section 314(b) of the Indenture TIA. The Company shall furnish to the Trustee, at the time of execution and deliver certain certificates delivery of any Additional Security Document(s), Opinion(s) of Counsel either substantially to the effect set forth in clause (including i) of the immediately preceding sentence (but relating only to such Additional Security Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof. (c) The Company shall furnish to the Trustee on April 15 in each year, beginning with April 15, 2003, an Opinion of Counsel, dated as of such date, either (i)(A) stating that, in the case opinion of real property title insurance) such counsel, action has been taken with respect to the recording, filing, re-recording and any filings or refiling of all supplemental indentures, financing statements, continuation statements and other documentation in respect thereof documents as required by this Indenture or is necessary to maintain the Lien of the Security Documents and take reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary steps as of such date and during the succeeding 24 months fully to perfect maintain the security interest represented of the Noteholders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. (d) At the time of execution and delivery of this Indenture, with respect to each Mortgage creating a Lien on a fee interest in Real Property, 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 mortgage Lien on the Real Property and fixtures described therein, subordinate only to those Liens specified in the Mortgages as "Permitted Liens," in an amount not less than the fair market value of such Real Property and fixtures, which policy (or commitment) shall (i) be issued by Chicago Title Insurance Company, (ii) 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 (iii) contain only such Liensexceptions to title as shall be Prior Liens and further provided, if at any time the Term Loan Intercreditor Agreement is no longer outstanding, or upon payment in full and satisfaction of all obligations under, and termination of, the Term Loan Agreement, the Company agrees to obtain an endorsement to the existing title insurance policies referred to in this Section 10.02(d) to reflect that the Trustee is the named insured under such title insurance policies and the successor to and assignee of the Collateral Agent, and otherwise in form and substance reasonably acceptable to the Trustee. (e) The Company shall furnish to the Trustee at least annually a Certificate of Insurance detailing the coverage(s) for each Mortgaged Property secured by this Indenture and the Security Documents.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required to perfect (except as expressly provided in by the Security Documents), to perfect, maintain (with the priority required under the Security Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Documents, including (i) Documents in favor of the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully Collateral Agent for the rights benefit of the Holders as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant to the terms of the Security Documents, superior to and prior to the rights of all third Persons (other than Permitted Priority Liens, third Persons holding Liens securing Pari passu Obligations and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens); provided, that, notwithstanding anything to the contrary under this Indenture, the Security Agreement or any Indenture Document, the Company and the Guarantors shall not be required (A) to perfect the Security Interests and/or Liens granted by the Security Documents by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar filing office) of the jurisdiction of incorporation or formation of the Company or such Guarantor, (2) filings in United States government offices with respect to registered and applied for United States Intellectual Property owned by the Company or any Guarantor, (3) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of certificated securities, Chattel Paper, promissory notes or Instruments as required by the Security Agreement, (4) entry into Deposit Account Control Agreements (as defined in the Security Agreement) and securities account control agreements (in each case other than with respect to Excluded Deposit Accounts (as defined in the Security Agreement)) in accordance with Section 4.09 of the Security Agreement, and (ii5) entry into the delivery Mortgages contemplated by Section 4.16 of this Indenture, (B) to perfect the certificates, if any, evidencing the certificated securities pledged security interest granted under the Security Documents, duly endorsed Documents in blank or accompanied by undated stock powers Letter-of-Credit Rights (as defined in the Security Agreement) other than pursuant to the filings under the Uniform Commercial Code and (C) to complete any filings or other instruments action with respect to the perfection of transfer executed the security interests, including of any Intellectual Property, created under the Security Documents in blankany jurisdiction outside of the United States other than the use of commercially reasonable efforts to obtain a perfected security interest in respect of any Capital Stock of a Material Pledged Foreign Subsidiary constituting Collateral in the jurisdiction of formation of such Material Pledged Foreign Subsidiary in accordance with Section 4.10 of the Security Agreement. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. . (b) The Issuer will not Company shall furnish to the Collateral Agent, at such times as would be permitted required by Section 314(b) of the Trust Indenture Act if this Indenture were qualified thereunder, commencing December 15, 2016, an Opinion of Counsel to take any actionthe effect that, or omit either (i) other than actions that have been taken, no further action was necessary to take any action, which action or omission might or would have maintain the result perfection of materially impairing the security interest in the Collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the UCC of the Company’s or applicable Guarantor’s jurisdiction of organization may occur by the filing of a UCC-1 financing statement with respect the appropriate filing office of the applicable party’s jurisdiction of organization or (ii) if any actions are so required to be taken, to specify such actions. (c) The Company will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and the Company will, and will cause each Guarantor to, do or cause to be done all such acts and things as may be required by the provisions of the Security Documents to assure and confirm to the Trustee that the Collateral Agent holds for the benefit of the Indenture Trustee or and the Holders except as expressly set forth herein or duly created, enforceable and perfected Liens to the Security Documents. The extent required by this Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under and the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps from time to perfect the security interest represented by such Lienstime constituted.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of its Subsidiaries to, at its sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security Documents)maintain, preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements to the extent such security interests may be perfected by filings or taking of control under the applicable Uniform Commercial Code, filings with the United States Patent and Trademark Office or the United States Copyright Office and recordings of the mortgages, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and its Subsidiaries have delivered financing statements for filing by the Initial Purchaser or its agents. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not To the extent required by Section 3.14(b) of the TIA, the Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of July 1 of each year, commencing July 1, 2006, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements to the extent such security interests may be permitted to take any actionperfected by filings or taking of control under the applicable Uniform Commercial Code, filings with the United States Patent and Trademark Office or omit to take any action, which the United States Copyright Office and recordings of the mortgages and reciting the details of such action or omission might referring to prior Opinions of Counsel in which such details are given have been taken or would have (ii) stating that, in the result Opinion of materially impairing such Counsel, no such action is necessary to perfect or continue the perfection of any security interest with respect to created under any of the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.Agreements

Recording and Opinions. (a) The Issuer shallParent shall cause, at its sole cost and own expense, take the Security Documents and all amendments or cause supplements thereto to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents)registered, maintain (with the priority required under the Security Documents)recorded and filed or re-recorded, preserve re-filed and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, renewed in such manner and in such places places, if any, as may be required by law in order fully to preserve and protect fully the rights Liens created by the Security Documents on all parts of the Holders and Collateral. The Parent shall furnish to the Indenture Trustee under this Indenture and the Security Agent promptly after the execution and delivery of the Security Documents (at any time after the initial issuance of the Notes), an Opinion of Counsel addressed to all property comprising both the Trustee and the Security Agent either (i) stating that, in the opinion of such counsel with such qualifications as such counsel shall deem appropriate, the creation of Liens on the Collateral pursuant intended to be made by the Security Documents and all other instruments of further assurance or amendment have been or are in the process of being properly recorded, registered and filed to the extent necessary to make effective the Liens intended to be created by the Security Documents, and reciting the details of such action or referring to prior opinions of Counsel in which such details are given, or (ii) stating that, in the Opinion of such Counsel, no such action is necessary to make such Liens effective. If, under the terms of any of the Security Documents, the Trustee, the Security Agent and the Parent and or any Pledge Subsidiary are required to enter into further pledges in favour of the Trustee on behalf of the Holders in respect of new Collateral, such further pledges shall be in or substantially in the respective forms set forth in Exhibits D to V and in such circumstances the Trustee shall not require the consent of the Holders to enter such pledge nor incur any liability in such respect. Parent shall furnish to the Trustee in electronic form an Officer's Certificate: (i) once monthly, providing the names of the banks or deposit taking institutions in which new bank or deposit taking accounts have been opened by Parent and/or any of its Subsidiaries; (ii) once each quarter, providing details as to any new receivables obtained during the delivery previous quarter that are scheduled to become due within 360 days of the certificates, if any, evidencing date of the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments Officer's Certificate of transfer executed in blankParent and/or any of its Subsidiaries over PLN 100,000. The Issuer shall from time Trustee will then pass each Officer's Certificate in electronic form to time promptly pay all financing each of Euroclear, Clearstream, Luxembourg and continuation statement recording and/or filing fees, charges and recording and similar taxes relating DTC respectively for those parties to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted forward to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest their direct account customers in accordance with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)their applicable procedures. (b) If property of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Liens.

Recording and Opinions. (a) The Issuer shallCompany shall cause the applicable Collateral Documents including the Deed of Trust and any financing statements, at its sole cost fixture filings, intellectual property filings, all amendments or supplements to each of the foregoing and expenseany other similar security documents as necessary, take or cause to be taken all commercially reasonable action registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to perfect (except as expressly provided in the Security Documents), maintain (with the priority required under the Security Documents), preserve and protect the security interests in Liens, and the priority thereof, securing the obligations under the Notes pursuant to the Collateral granted by Documents. (b) The Company shall furnish to the Security Documents, including Trustee: (i) Promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any supplemental indenture or other amendment to any Collateral Document, an Opinion of Counsel in the United States either (A) stating that in the opinion of such counsel, this Indenture, the Collateral Documents and all other instruments of further assurance or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be created by such Collateral Documents and other instruments and reciting the details of such action or refer to prior Opinions of Counsel in which such details are given, and stating that, as to such Collateral Documents and such other instruments, such recording, registering and filing of are the only recordings, registering and filings necessary to give notice thereof and that no re- recordings, re-registering or re-filings are necessary to maintain such notice, and further stating that all financing statements, continuation statements, collateral assignments fixture filings and any instruments of further assurance, in such manner intellectual property filings have been executed and in such places as may be required by law filed that are necessary fully to preserve and protect fully the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents and other instruments or (B) stating that, in the opinion of such counsel, no such action is necessary to make any other Lien created under any of the Collateral Documents effective as intended by such Collateral Documents; and (ii) On June 1, in each year beginning with the year 2000, an Opinion of Counsel, dated as of such date, either (A) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements, fixture filings, intellectual property filings, or other instruments of further assurance as is necessary to maintain the Liens of this Indenture, and the Collateral Documents and other instruments until the next Opinion of Counsel is required to be rendered pursuant to this paragraph and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements, continuation statements, fixture filings, intellectual property filings, have been executed and filed that are necessary to preserve and protect the rights of the Holders and the Indenture Trustee hereunder, and under this Indenture and the Security Documents to all property comprising the Collateral Documents and other instruments or (B) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens, until the next Opinion of Counsel is required to be rendered pursuant to the terms of the Security Documents, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance)paragraph. (bc) If property The Company shall otherwise comply with the provisions of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trustee, and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such LiensTIA ss314(b).

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its their sole cost and expense, take or cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security DocumentsCollateral Agreements), maintain (with the priority required under the Security DocumentsCollateral Agreements), preserve and protect the security interests in the Collateral granted by the Security DocumentsCollateral Agreements, including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Noteholder Collateral Agent, and the Indenture Trustee under this Indenture and the Security Documents Collateral Agreements to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral Agreements, and (ii) the delivery of the certificates, if any, evidencing the certificated securities pledged under the Security DocumentsCollateral Agreements, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Documents Collateral Agreements and any amendments hereto or thereto and any other instruments of further assurance required pursuant thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property of a type constituting Collateral is acquired by the Issuer Company or any Guarantor that is not automatically subject to a Lien or perfected security interest under the Security DocumentsCollateral Agreements or there is a new Guarantor, then the Issuer Company or such Guarantor will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor and in any event within 10 20 Business DaysDays or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements, grant Liens xxxxx Xxxxx having Required Priority on such property (or, in the case of a new Guarantor, all of its assets constituting the type that is Collateral) in favor of the Indenture Trustee, Second Lien Secured Parties and deliver certain certificates (including in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents Collateral Agreements and take all necessary steps to perfect the security interest represented by such Liens. (c) The Company shall furnish to the Trustee and the Noteholder Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing December 31, 2016, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Collateral Agreements and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Collateral Agreements.

Recording and Opinions. (a) The Issuer shall, at its sole cost Company and expense, take or the Guarantors shall cause to be taken all commercially reasonable action required to perfect (except as expressly provided in the Security Documents), maintain (with applicable Collateral Documents including the priority required under the Security Documents), preserve Deed of Trust and protect the security interests in the Collateral granted by the Security Documents, including (i) the filing of any financing statements, continuation statements, collateral assignments all amendments or supplements to each of the foregoing and any instruments of further assuranceother similar security documents as necessary, to be registered, recorded and filed and/or re-recorded, re-filed and renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect fully the Liens securing the Obligations under the Notes and the Subsidiary Guarantees pursuant to the Collateral Documents and to effectuate and preserve the security of the Holders of Notes and all rights of the Holders Trustee. (b) The Company, the Guarantors and the Indenture Trustee under this Indenture and the Security Documents to all property comprising the Collateral pursuant any other obligor shall furnish to the terms Trustee: (i) promptly after the execution and delivery of the Security Documentsthis Indenture, and (ii) promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either (x) stating that in the certificatesopinion of such counsel, if any, evidencing the certificated securities pledged under the Security Documents, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Issuer shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Deed of Trust and other applicable Collateral Documents and any amendments hereto or thereto and any all other instruments of further assurance required pursuant thereto. The Issuer will not or amendment have been properly recorded, registered and filed to the extent necessary to make effective the Lien intended to be permitted created by such Collateral Documents and stating that, as to take any actionsuch Collateral Documents and such other instruments such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to perfect the Liens intended to be created by the Collateral Documents, or omit (y) stating that, in the opinion of such counsel, no such action is necessary to take make any actionother Lien created under any of the Collateral Documents effective as intended by such Collateral Documents; and (ii) On August 30, which in each year beginning with the year 1998, an Opinion of Counsel, dated as of such date, either (x) stating that, in the opinion of such counsel, such action or omission might or would have the result of materially impairing the security interest has been taken with respect to the Collateral for the benefit recording, registering, filing, re-recording, re-registering and re-filing of the this Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of and all supplemental indentures, financing statements, continuation statements, collateral assignments statements or any other instruments of further assurance). (b) If property assurance as is necessary to maintain the Lien of a type constituting this Indenture and the Collateral Documents until the next Opinion of Counsel is acquired by the Issuer that is not automatically subject required to a Lien or perfected security interest under the Security Documents, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteebe rendered pursuant to this paragraph, and deliver certain certificates (including in the case of real property title insurance) stating that all financing statements and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents continuation statements have been executed and take all filed that are necessary steps fully to perfect the security interest represented Liens intended to be created by the Collateral Documents or (y) stating that in the opinion of such Lienscounsel, no such action is necessary to maintain such Lien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph.

Recording and Opinions. (a) The Issuer Company shall, and shall cause each of the Guarantors to, at its sole cost and expense, take or cause to be taken all commercially reasonable action such actions as may be required by the Collateral Documents, to perfect (except as expressly provided in the Security Documents)perfect, maintain (with the priority required under the Security DocumentsCollateral Documents and Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Security Collateral Documents in favor of the Collateral Agent as security for the Obligations contained in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, including superior to and prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than Permitted Liens), including, (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders Holders, the Collateral Agent, and the Indenture Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral pursuant to the terms of the Security DocumentsCollateral, and (ii) subject to the Intercreditor Agreement, the delivery of the certificates, if any, certificates evidencing the certificated securities pledged under the Security DocumentsAgreement, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank, it being understood that concurrently with the execution of this Indenture the Company and the Guarantors have submitted financing statements to a reputable filing service for prompt filing in the appropriate filing offices. The Issuer Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Security Collateral Documents and any amendments hereto or thereto and any other instruments of further assurance required pursuant hereto or thereto. The Issuer will not be permitted to take any action, or omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Indenture Trustee or the Holders except as expressly set forth herein or the Security Documents. The Indenture Trustee shall have no obligation to file or monitor any financing statements (or amendments of financing statements, continuation statements, collateral assignments or any instruments of further assurance). (b) If property The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), upon or promptly after the execution and delivery of a type constituting Collateral is acquired by the Issuer that is not automatically subject to a Lien or perfected security interest under the Security Documentsthis Indenture, then the Issuer will, as soon as reasonably practicable after such property’s acquisition and an Opinion of Counsel in any event within 10 Business Days, grant Liens on such property in favor of the Indenture Trusteecompliance with TIA §314(b)(1), and deliver certain certificates (including on or within one month following May 1 of each year, commencing May 1, 2011, an Opinion of Counsel in the case of real property title insurance) and any filings or other documentation in respect thereof as required by this Indenture or the Security Documents and take all necessary steps to perfect the security interest represented by such Lienscompliance with TIA §314(b)(2).