Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent, upon the instructions of the Trustee pursuant to this Indenture and the Security Documents, may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents and may deduct from the proceeds from the sale of the Collateral its costs associated with the sale of the Collateral. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds (after deduction of its costs as provided under the preceding sentence) distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes holders and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers Issuer shall furnish to the Collateral Agent and the Trustee simultaneously with promptly following the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, an Opinion of Counsel, dated as of such date, either: either (1) (Ai) 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 other instruments of further assurance as is necessary to maintain the Lien of the Security Documents 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 or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuer shall furnish to the Collateral Agent and the Trustee on April 1, in each year beginning with April 1, 2003, 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 or other instruments of further assurance as is necessary to maintain the Lien of the Security Documents 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, 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 Holders of Notes Securities and the Collateral Agent and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Issuer shall otherwise comply with the provisions of TIA §314(b)Section 314(d) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 security interest intended to be created by the Collateral Documents, Escrow Agreement and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien security interest effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 in on each year beginning with April 30, 2011anniversary of the Issue Date (upon receipt of written notice from Escrow Agent) until the date upon which the balance of Escrow Funds shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes Securities and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Escrow Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on November 1 in each year beginning with April 30November 1, 2011, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral 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 maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(b)314 to the extent applicable.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on January 15 in each year beginning with April 30January 15, 20111999, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §"314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this First Supplemental Indenture an Opinion of Counsel either: (1i) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this First Supplemental Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral DocumentsPledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after on the April 30 1 in each year beginning with April 301, 20112013, an Opinion of Counsel, dated as of such date, either: (1i) (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 other instruments of further assurance as is necessary to maintain the Lien lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Pledged Collateral; (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Security Interest, including, without limitation, the filing of financing statements, continuation 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 the rights of the Holders and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance required pursuant to the Security Documents. (b) The Company shall furnish to the Trustee simultaneously with Trustee, at such time as required by (S) 314(b) of the execution and delivery of this Indenture an Opinion TIA, Opinion(s) of Counsel either: either (1a) stating substantially to the effect that, in the opinion of such counsel, all action has been taken with respect to this Indenture and the recording, registering and filing grant of this Indenture, financing statements or other instruments necessary to make effective a Security Interest in the Lien Collateral intended to be made by the 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 Interest in the Collateral created by the Collateral Documents, Security Documents and reciting with respect to the security interests in the Collateral, the details of such action; or , and stating that as to the Security 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 (2other than as stated in such opinion), or (b) stating to the effect that, in the opinion of such counsel, no such action is necessary to make perfect such Lien effectiveSecurity Interest. (bc) The Issuers To the extent required by the TIA, the Company shall furnish to the Trustee within 30 days after April 30 on June 1 in each year year, beginning with April 30, 20111998, an Opinion of Counsel, dated as of such date, either: either (1) (Ai)(A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering re- recording and re-filing refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance documents as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests Security Interest 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, in the opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and continuation statements other documents have been executed and filed that are necessary as of such date and during the succeeding 12 24 months fully to preserve and protect, to maintain the extent such protection and preservation are possible by filing, the rights Security Interests of the Holders of Notes and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLien. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company, NE LP and NE LLC shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsCompany and Partner Pledge Agreement and the Sponsor Pledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company, NE LP and NE LLC shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on December 31 in each year beginning with April 30December 31, 20111998, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Company and Partner Pledge Agreement and the Sponsor 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, 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 Holders of Notes Bonds and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Company and Partner Pledge Agreement and the Sponsor Pledge Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers shall furnish Not later than the Issue Date, the Company and the Guarantors, at their sole expense, will cause the Security Documents to be recorded, registered and filed in such manner and in such places as may be necessary to create or perfect the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, Liens 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 Collateral intended to be created by the Security Agreement and the Mortgages. Thereafter, until the release of the Collateral as provided in Section 11.04 or in the Security Documents, the Company and reciting with respect the Guarantors, at their sole expense, will cause the Security Documents to be re-recorded, re-registered or refilled in such manner and in such places as may be necessary in order to fully preserve and protect the security interests Liens in the Collateral, Collateral created by 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) Security Documents. The Issuers Company shall furnish to the Collateral Agent and the Trustee promptly after the Issue Date (and in any case within 30 60 days after April 30 in of the Issue Date) and on each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated Counsel as of such datedate in each jurisdiction where Collateral, either: including without limitation Sale Property and Surplus Property, is located, either (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of created by the Collateral Security Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions opinions of Counsel 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 13 months fully 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 Collateral Security Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. In the event that the Mortgages must be amended, modified or supplemented as a condition to the giver of any of the opinions of counsel required pursuant to this Section 11.02 being able to furnish such opinion, then, subject to Section 9.06 hereof, the Trustee and the Collateral Agent shall execute and deliver such amendments, modifications or supplements as requested by the giver of the opinion of counsel. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Indenture Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 and perfect the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Indenture Trustee within 30 days after April 30 in on the date hereof, and on each year beginning with April 30, 2011February 13 thereafter, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of the Collateral Security Documents 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, 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 preserve, perfect and protect, to the extent such protection protection, perfection and preservation are possible by filing, the rights of the Holders of Notes and the Trustee Collateral Agent hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral DocumentsSecurity Agreements, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Trustee within 30 days after April 30 and the Trustee on May 1 in each year beginning with April 30May 1, 20112006, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Trustee and the Trustee hereunder and under the Collateral Documents Security Agreements with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(b). (d) 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 subject to the Lien of the Security Agreements, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an officer of the Company except in cases where TIA §314(d) 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 or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion 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 guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a series of released Collateral.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with within three months after the execution and delivery of this Indenture an Opinion of Counsel either:Counsel, subject to customary assumptions, limitations and exceptions, either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering, filing and perfection of this Indenture, financing statements, and other instruments necessary to make effective the Liens intended to be created by the Collateral Agreements, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (1b) The Company shall furnish to the Collateral Agent and the Trustee within five Business Days after each anniversary of the Issue Date an Opinion of Counsel, dated as of such date, subject to customary assumptions, limitations and exceptions, either (i) (A) 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 created by the Collateral Documents, and reciting with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, 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, perfecting, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien Liens of the Collateral Documents 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 givenAgreements, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Agreements with respect to the security interests Liens in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLiens. (c) Notwithstanding any other provision of this Indenture, any Collateral Agreement or any other agreement or instrument, other than the Required Filings, neither the Company, its Subsidiaries nor any other Person shall have any obligation to record, file, re-record or re-file (or cause any Person to take any such action) this Indenture, any Collateral Agreement or any other agreement, instrument, document or other writing of any kind in order to "make effective" or "maintain" (in each case for purposes of Section 314(b) of the TIA) any Lien in connection with this Indenture, and "the lien intended to be created" by this Indenture (for purposes of Section 314(b) of the TIA) is hereby deemed to be so limited. The Issuers shall otherwise comply with term "REQUIRED FILINGS" means recordings, filings, re-recordings and re-filings of financing statements or other instruments in any jurisdiction designated in writing to the provisions Trustee by Holders of TIA §314(b)at least 25% in aggregate principal amount of the outstanding Notes, and initially means filings of the financing statements described on SCHEDULE 10.02 attached hereto.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 Liens intended to be created by the Collateral Documents, Escrow Security Agreement and reciting with respect to the security interests in the Collateral, the details of such action; or , except for the filing of any necessary UCC-1 financing statements, or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien Liens effective. (b) The Issuers shall furnish to the Escrow Agent and the Trustee within 30 days after on April 30 in each year beginning with April 3029, 2011, 1998 (unless on such date the balance of the Interest Escrow Account and the Construction Escrow Account shall be zero) an Opinion of Counsel, dated as of such date, either: either (1) (Ai) stating that, except for the filing of any necessary UCC-1 financing statements, (A) in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is are necessary to maintain the Lien Liens of the Collateral Documents Escrow Security Agreement 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, 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 Holders of Notes and the Trustee hereunder and under each of the Collateral Documents Escrow Agreement and the Escrow Security Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien Liens and assignmentassignments. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) Each of the Company and the Guarantors represents that it has caused or will promptly cause to be executed and delivered, filed and recorded and covenants that it will promptly cause to be executed and delivered and filed and recorded, all instruments and documents, and represents that it has done and will do or will cause to be done all such acts and other things, at the Company's or the Guarantor's expense, as applicable, as are necessary to subject the Collateral and the Senior Note Collateral to valid Liens and to perfect those Liens, all to the fullest extent permitted by law. Each of the Company and the Guarantors shall, as promptly as practicable, cause to be executed and delivered, filed and recorded all instruments and do all acts and other things as may be required by law to perfect, maintain and protect the Liens under the Collateral Documents and the Senior Note Collateral Documents (except as otherwise expressly provided herein and therein), all to the fullest extent permitted by law. (b) The Issuers Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments or otherwise necessary to make effective the Lien Liens intended to be created by the Collateral Documents and the Senior Note Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien Liens effective. Such opinion of counsel shall cover the necessity for recordings, registrations and filings required in all relevant jurisdictions. (bc) The Issuers Company shall furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance or otherwise as is necessary to maintain the Lien effectiveness of the Liens intended to be created by the Collateral Documents and the Senior Note Collateral Documents 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 (Bii) 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness of such Lien Liens. Such opinion of counsel shall cover the necessity of recordings, registrations, filings, re-recordings, re-registrations and assignmentrefilings in all relevant jurisdictions. (cd) The Issuers Company shall otherwise comply with the provisions of TIA §Section 314(b)) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers Company will cause, at its own expense, the Security Documents, this Indenture and all amendments or supplements thereto to be registered, recorded and filed or re-recorded, refiled and renewed in such manner and in such 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 and to effectuate and preserve the security of the Holders and all rights of the Trustee. The Company shall furnish to the Trustee Trustee: (a) simultaneously with the execution and delivery of this Indenture Indenture, an Opinion of Counsel either: either (1I) stating that, in the opinion of such counsel, this Indenture and the assignment and pledge 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, and all action has been taken with in respect thereof, to the recording, registering and filing of this Indenture, financing statements or other instruments extent necessary to make effective the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , and stating that, as to the Security Documents, such recordings, registering and filings necessary to give notice thereof are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registering or refilings are necessary to maintain such notice, and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Holders and the Trustee hereunder and under the Security Documents, or (2II) stating that, in the opinion of such counsel, no such action is necessary to make such Lien and assignment and pledge effective. ; and (b) The Issuers shall furnish to the Trustee within 30 days after April 30 10 in each year beginning with April 3010, 20112002, an Opinion of Counsel, dated as of such date, either: either (1) (Aa) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, registering, filing, re-recording, re-registering reregistering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting reciting, with respect to the security interests in of the Collateral 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 counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, that 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, protect the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; Security Documents, or (2b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentassignment and pledge. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsSecurity Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on March 15 in each year beginning with April 30, 20112001, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Security Agreement 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b(S)314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent, upon the instructions of the Trustee pursuant to this Indenture and Security Documents, may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers Issuer shall furnish to the Collateral Agent and the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Issuer and the Guarantors, if any, shall furnish to the Collateral Agent and the Trustee within 30 days 3 months after April 30 in each year beginning with April 30, 2011anniversary of the date of this Indenture, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Pledge Agreement 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Issuer and the Guarantors, if any, shall otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Collateral Trustee simultaneously with and the Trustee promptly following the execution and delivery of this Indenture an Opinion Indenture, but no later than the Issue Date, Opinions of Counsel either: (1) 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 created by the Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or (2i) stating that, in the opinion of such counsel, no such further action is necessary under the laws of the [Approved Jurisdictions] to make such the Judicial Lien effective. effective against all Persons and (b) The Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, an Opinion of Counsel, dated as of such date, either: (1) (Aii) 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 other instruments of further assurance as is necessary to make effective against all Persons the Lien intended to be created by the Security Agreements. (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, (i) stating that, in the opinion of such counsel, no further action is necessary under the laws of the Approved Jurisdictions to make the Judicial Lien effective against all Persons and (ii) either (A)(I) 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 and other instruments of further assurance as is necessary to maintain the Lien of intended to be created by the Collateral Documents Security Agreements and reciting with respect to the security interests in the Perfection Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, given and (BII) 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, continuation statements and continuation statements 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, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes Securities and the Collateral Trustee and the Trustee hereunder and under the Collateral Documents Security Agreements with respect to the security interests Security Interests and Liens in the Collateral; , or (2B) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLiens. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral DocumentsSecurity Agreement, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Trustee within 30 days after April 30 and the Trustee on January 6 in each year beginning with April 30January 6, 20112006, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Security Agreement 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, 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 Holders of Notes and the Collateral Trustee and the Trustee hereunder and under the Collateral Documents Security Agreement 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 maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the CollateralPledge Account, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Securities Intermediary and the Trustee within 30 days after April 30 on March 15 in each year beginning with April 30, 20112001, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Pledge Agreement and reciting with respect to the security interests in the Collateral Pledge Account 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 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 Holders of Notes and the Collateral Securities Intermediary and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Collateral; Pledge Account, or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b(S)314(b).

Recording and Opinions. (a) The Issuers Issuer shall furnish to the Collateral Trustee simultaneously with and the Trustee promptly following the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, an Opinion of Counsel, dated as of such date, either: either (1) (Ai) 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 other instruments of further assurance as is necessary to maintain the Lien of the Security Documents 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 or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuer shall furnish to the Collateral Trustee and the Trustee on August 1, in each year beginning with August 1, 2002, 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 or other instruments of further assurance as is necessary to maintain the Lien of the Security Documents 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, 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 Holders of Notes Securities and the Collateral Trustee and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Issuer shall otherwise comply with the provisions of TIA §314(b)Section 314(d) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers shall Authority will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Authority will furnish to the Trustee within 30 days after April 30 on January 1 in each year beginning with April 30January 1, 20112003, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall Authority will otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsSecurity and Pledge Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on May 1 in each year beginning with April 30May 1, 20111999, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of pursuant to the Collateral Documents Security and Pledge Agreement 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, 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 Holders of Notes Debentures and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security and Pledge Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Collateral Agent and the Trustee simultaneously with upon the execution and delivery of this Indenture Pledge Effective Date an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days 3 months after April 30 in each year beginning with April 30, 2011anniversary of the Pledge Effective Date, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Pledge Agreement 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral Documentssecurity documents, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on November 15 in each year beginning with April 30November 15, 20112006, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents security documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents security documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 November 1 in each year beginning with April November 30, 20112003, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) Each of the Issuer and the Company represents that it has caused or will promptly cause to be executed and delivered, filed and recorded and covenants that it will promptly cause to be executed and delivered and filed and recorded, all instruments and documents, and represents that it has done and will do or will cause to be done all such acts and other things, at the Issuer's or the Company's expense, as applicable, as are necessary to subject the applicable Collateral to valid Liens and to perfect those Liens, all to the fullest extent permitted by law. Each of the Issuer and the Company shall, as promptly as practicable, cause to be executed and delivered, filed and recorded all instruments and do all acts and other things as may be required by law to perfect, maintain and protect the Liens under the applicable Security Agreements to which it is party (except as otherwise expressly provided herein and therein), all to the fullest extent permitted by law. (b) The Issuers Issuer and the Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments or otherwise necessary to make effective the Lien Liens intended to be created by the Collateral Documents, Security Agreements and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. Such opinion of counsel shall cover the necessity for recordings, registrations and filings required in all relevant jurisdictions. (bc) The Issuers Issuer and the Company shall furnish to the Trustee within 30 days 3 months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance or otherwise as is necessary to maintain the Lien effectiveness of the Collateral Documents Liens intended to be created by 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 (Bii) 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness of such Lien Liens. Such opinion of counsel shall cover the necessity of recordings, registrations, filing, re-recordings, re-registrations and assignmentrefilings in all relevant jurisdictions. (cd) The Issuers Issuer and the Company shall otherwise comply with the provisions of TIA §Section 314(b) and, as applicable Sections 314(c), (d) and (e) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on February 14, 1998, and on each February 14 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes Securities and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Escrow Agent and the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsEscrow Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on May 27 in each year beginning with April 30May 27, 20111999, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee Escrow Agent hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on September 15, 1997, and on each September 15 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes Securities and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Mortgages, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral DocumentsSecurity Agreements, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee, in its capacity as both Trustee within 30 days after and Collateral Agent, on April 30 1 in each year beginning with April 301, 20112000, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of First Mortgage Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security Agreements with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee, or shall permit the Trustee to rely on, simultaneously with the execution and delivery of this Indenture Indenture, an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after on April 30 in each year beginning with April 30, 20111999, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b(S)314(b).

Recording and Opinions. (a) The Issuers Issuer shall furnish to the Trustee simultaneously with Trustee, promptly following the execution and delivery of this Indenture Indenture, an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Mortgages, the Assignments of Leases, the Collateral Assignments of Mortgages, the Collateral Assignments of Leases and Uniform Commercial Code financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Issuer shall furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011, anniversary of the Issue Date an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, mortgages, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes Notes, the Trustee and the Trustee Collateral Agent hereunder and under the Collateral Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral DocumentsAgreements, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on June 1 in each year beginning with April 30June 1, 20112004, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Agreements with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Shareholder shall furnish to the Trustee simultaneously with the execution and delivery of this the Indenture an Opinion of Counsel either: either (1a) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this the Indenture, financing statements or other instruments necessary to make effective the Lien liens intended to be created by the Collateral Documentsthis agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2b) stating that, in the opinion of such counsel, no such action is necessary to make such Lien liens effective. (b) . The Issuers Shareholder shall furnish to the Disbursement Agent and the Trustee within 30 days after April 30 on February 1 in each year beginning with April 30February 1, 20111998, an Opinion of Counsel, dated as of such date, either: either (1) (Aa)(i) 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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents liens and reciting with respect to the security interests in the Collateral Collateral, the details of such action section or referring to prior Opinions of Counsel in which such details are given, and (Bii) 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 twelve (12) months fully to preserve and protect, to the extent such preservation and protection and preservation are possible by filing, the rights of the Holders of Notes Noteholders, the Disbursement Agent and the Trustee hereunder and under the Collateral Documents Indenture and this agreement with respect to the security interests in the Collateral; , or (2b) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien liens and assignmentassignments. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30anniversary of June 1, 20112007, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes holders and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April November 30 in each year beginning with April November 30, 20112012, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsProceeds Pledge and Escrow Agreement, and reciting with respect 83 to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 on ________ 1 in each year beginning with April 30_________ 1, 20111998, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Proceeds 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Proceeds Pledge and Escrow Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b)ss.3 14(b) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsSecurity Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on December 1, in each year beginning with April 30December 1, 20112000, an Opinion of Counsel, dated as of such date, either: either (1) (Ai)(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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Security 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 or (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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §ss. 314(b).

Recording and Opinions. (a) The Issuers Publishing shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either:either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering, filing and perfection of this Indenture, financing statements, copyright registrations, trademark registrations or other instruments necessary to make effective the Liens intended to be created by the Collateral Agreements, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (1b) In addition to the Opinion of Counsel required by Section 4.22(a), Publishing shall furnish to the Collateral Agent and the Trustee within five Business Days 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, 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, 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, perfecting, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, copyright registrations, trademark registrations, continuation statements or other instruments of further assurance as is necessary to maintain the Lien Liens of the Collateral Documents 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 givenAgreements, 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 statements, copyright registrations, trademark registrations and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 15 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Senior Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Agreements with respect to the security interests Liens in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLiens. (c) The Issuers Publishing and the Guarantors shall otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers shall will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall will furnish to the Trustee within 30 days after April 30 on June 1 in each year beginning with April 30June 1, 20112003, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral 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 maintain such Lien and assignment. (c) The Issuers shall will otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsSecurity Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on ____, in each year beginning with April 30, 20112000, an Opinion of Counsel, dated as of such date, either: either (1) (Ai)(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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Security 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 or (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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture (but in no event later than five Business Days after the Issue Date) an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after on April 30 15, 1998, and on each April 15 and October 15 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with as soon as practicable after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, the Mortgages, financing statements or other instruments necessary to make effective the Lien Liens intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien Liens effective, which Opinion of Counsel also shall state what actions are necessary to maintain the effectiveness of such liens during the next two years. (b) The Issuers Company shall furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Closing Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien Liens of the Collateral Security Documents 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 (Bii) 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLiens, 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. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company and the Guarantors will cause the applicable Collateral Documents and any financing statements, and all amendments or supplements to each of the foregoing and any other 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 place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect the Lien securing the obligations under the Notes and the Note Guarantees pursuant to the Collateral Documents. The Company, the Guarantors and any other obligor shall furnish to the Trustee simultaneously with Trustee: (a) promptly after the execution and delivery of this Indenture Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either: in the United States either (1i) stating that, subject to customary assumptions and exclusions, 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 the Aurora Mortgage, the Aurora Fleet Mortgage, the Tunica First Lien Deed of Trust, the Tunica Second Lien Deed of Trust, the Tunica First Lien Ship Mortgage and the Tunica Second Lien Ship Mortgage 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 Liens intended to be created by the Collateral Documents, Documents and reciting with respect to the security interests in the Collateral, the details of such action; or action or referring to prior Opinions of Counsel in which such details are given or (2ii) stating that, subject to customary assumptions and exclusions, 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 Lien effective.Collateral Documents; and (b) The Issuers shall furnish to the Trustee within 30 days after April 30 January 1, in each year beginning with April 30, 2011the year 2000, an Opinion of Counsel, dated as of such date, either: either (1) (Ai) 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 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 given or (Bii) 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 subject to customary assumptions 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 Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating thatexclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Issuers Company shall otherwise comply with furnish to the provisions Trustee 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 §314(bSection 314(e).

Recording and Opinions. (a) The Issuers At the Trustee's request, the Escrow Guarantor shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture (but in no event later than five Business Days after the Issue Date) an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Escrow Guarantor shall furnish to the Escrow Agent and the Trustee within 30 days after on March 16, 1999, April 30 in 16, 1999 and once each year beginning with April 30, 2011month thereafter until the earlier of the Release Date or the Mandatory Redemption, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee Collateral Agent simultaneously with the execution and delivery of this Indenture Agreement an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this IndentureAgreement, financing statements or other instruments necessary to make effective the Lien intended to be created by this Agreement and the Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 Collateral Agent on June 1 in each year beginning with April 30June 1, 20112003, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Agreement and the Collateral Documents 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, 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 Holders of Notes and the Trustee Collateral Agent hereunder and under the Collateral Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Guarantor shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsEscrow Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Guarantor shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on February 15, 1998, and on each February 15 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of the Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture (but in no event later than five Business Days after the Issue Date) an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on August 1, 1998, and on each August 1 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).. 134

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Subsidiary Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Subsidiary Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default: (i) all rights of the Company and the Subsidiary Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Subsidiary Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsProceeds Pledge and Escrow Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 on ________ 1 in each year beginning with April 30_________ 1, 20111998, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Proceeds 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Proceeds Pledge and Escrow Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b)ss.3 14(b) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Pledge Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 on _____________, 1998, and on each ________________ thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Pledge Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: satisfying the requirements of TIA Section 314(b) and either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or statements, and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Pledge Agreement 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLien. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers and the Note Guarantors will cause the applicable Collateral Documents, including the Indenture Deed of Trust and any financing statements, all amendments or supplements to each of the foregoing and any other 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 place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect the Lien securing the obligations under the Notes and the Note Guarantees pursuant to the Collateral Documents and the Intercreditor Agreement. The Issuers, the Note Guarantors and any other obligor shall furnish to the Trustee simultaneously with Trustee: (a) promptly after the execution and delivery of this Indenture Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either: in the United States either (1i) stating that, subject to customary assumptions and exclusions, 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 the Indenture Deed of Trust 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 the such Collateral Documents, Documents and reciting with respect to the security interests in the Collateral, the details of such action; or action or referring to prior Opinions of Counsel in which such details are given or (2ii) stating that, subject to customary assumptions and exclusions, 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 Lien effective.Collateral Documents; and (b) The Issuers shall furnish to the Trustee within 30 days after April 30 January 1, in each year beginning with April 30, 2011the year 2003, an Opinion of Counsel, dated as of such date, either: either (1) (Ai) 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 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 given or (Bii) 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 subject to customary assumptions 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 Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating thatexclusions, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLien, until the next Opinion of Counsel is required to be rendered pursuant to this paragraph. (c) The Issuers shall otherwise comply with furnish to the provisions Trustee 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 §314(bSection 314(e).

Recording and Opinions. (a) The Issuers Company shall furnish to ---------------------- the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, either (i) 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 DocumentsAgreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 90 days after April 30 of, and of each anniversary of, July 8, 1999, until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Collateral Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording, re-re- registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary necessary, if any, to maintain the Lien of the Collateral Documents Agreement 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, 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 Holders of the Notes and the Trustee hereunder and under the Collateral Documents Agreement with respect to the security interests in the Collateral; Collateral with respect to such Notes or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsProceeds Pledge and Escrow Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 on October 1 in each year beginning with April 30October 1, 20111998, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Proceeds 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Proceeds Pledge and Escrow Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments as is necessary to make effective the Lien Liens intended to be created by the Collateral DocumentsSecurity Agreements and to perfect the Liens (to the extent perfection is required under the Security Agreements and possible by filing in the jurisdiction of organization), and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effectiveLiens effective or perfected, in each case, subject to customary assumptions and exclusions. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days three months after April 30 in each year anniversary of the date of the initial issuance of the Notes, beginning with April 30, 20112004, an Opinion of Counsel, dated as of the date such dateopinion is delivered and subject to customary assumptions and exclusions, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien effectiveness and perfection of the Collateral Documents Liens of the Security Agreements (to the extent perfection is required under the Security Agreements and possible by filing in the jurisdiction of organization) 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, 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 what actions, if any, are necessary as to maintain the effectiveness and perfection of such date and Liens during the succeeding 12 months fully to preserve and protect, (to the extent such protection perfection is required under the Security Agreements and preservation are possible by filing, the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests filing in the Collateral; jurisdiction of organization), or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness and perfection of such Lien Liens as of such date (to the extent perfection is required under the Security Agreements and assignmentpossible by filing in the jurisdiction of organization). (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Collateral Agent and the Trustee simultaneously with promptly (but in no event later than 20 Business Days) after the execution and delivery of this First Supplemental Indenture 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 filing of this the Indenture, financing statements or other instruments necessary to make effective the Lien Liens intended to be created by the Collateral Security Documents, and reciting reciting, with respect to the security interests in the 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 Liens effective. (b) The Issuers shall Company will furnish to the Collateral Agent and the Trustee (if it is not itself then the Collateral Agent) on or within 30 days after one month of April 30 15 in each year beginning with April 3015, 20112010, an Opinion of Counsel, dated as of such date, Counsel either: (1) (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 other instruments of further assurance as is necessary to maintain the Lien Liens of the Collateral Security Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee (if it is not itself then the Collateral Agent) hereunder and under the Collateral 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 maintain such Lien and assignmentLiens. (c) The Issuers shall Company will otherwise comply with the provisions of TIA Section §314(b)) of the Trust Indenture Act.

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee (and the Collateral Agent if the Trustee and Collateral Agent are not the same Person) simultaneously with the execution and delivery of this Indenture an Opinion of Counsel (subject to customary assumptions and qualifications) either: (1i) 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 created by the Collateral DocumentsAgreements, and reciting with respect to the security interests in the Collateral, the details of such action; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers shall Company will furnish to the Collateral Agent and the Trustee on or within 30 days after one month of April 30 15 in each year beginning with April 3015, 20112010, an Opinion of Counsel, dated as of such date, Counsel (subject to customary assumptions and qualifications) 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Agreements with respect to the security interests in the Collateral;; or (2B) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 November 1 in each year beginning with April November 30, 20112010, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments as is necessary to make effective the Lien Liens intended to be created by the Collateral DocumentsSecurity Agreements and to perfect the Liens (to the extent perfection is required under the Security Agreements and possible by filing in the jurisdiction of organization), and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effectiveLiens effective or perfected, in each case, subject to customary assumptions and exclusions. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days three months after April 30 in each year anniversary of the date of the initial issuance of the Notes, beginning with April 30, 20112004, an Opinion of Counsel, dated as of the date such dateopinion is delivered and subject to customary assumptions and exclusions, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien effectiveness and perfection of the Collateral Documents Liens of the Security Agreements (to the extent perfection is required under the Security Agreements and possible by filing in the jurisdiction of organization) 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, 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 what actions, if any, are necessary as to maintain the effectiveness and perfection of such date and Liens during the succeeding 12 months fully to preserve and protect, (to the extent such protection perfection is required under the Security Agreements and preservation are possible by filing, the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests filing in the Collateral; jurisdiction of organization), or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness and perfection of such Lien Liens as of such date (to the extent perfection is required under the Security Agreements and assignmentpossible by filing in the jurisdiction of organization). (c) The Issuers Company shall otherwise comply with the provisions of TIA §Section 314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with and the Existing Notes Trustee promptly after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent, the Trustee within 30 days after April 30 and the Existing Notes Trustee on July 7, 1998, and on each July 7 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (A) stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-re- recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 105 -98- 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 Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement and the rights of holders of the Existing Notes and the Existing Notes Trustee under the Existing Notes Indenture and under the Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsSecurity and Pledge Agreement, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on __________ in each year beginning with April 30________, 2011199_, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of pursuant to the Collateral Documents Security and Pledge Agreement 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, 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 Holders of Notes Debentures and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Security and Pledge Agreement with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company and the Guarantors shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers Company and the Guarantors shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on July 31 in each year beginning with April 30July 31, 20112003, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(bTIAss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsEscrow Agreement, and reciting with respect to the security interests in the Escrow Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 90 days after April 30 of, and of each anniversary of, December 3, 1998, until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary necessary, if any, to maintain the Lien of the Collateral Documents Escrow Agreement and reciting with respect to the security interests in the Escrow Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, 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 Holders of the Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Escrow Collateral with respect to such Notes or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 this Indenture and the Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Trustee within 30 days after April 30 on June 1 in each year beginning with April 30June 1, 20111998, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of 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 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, 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 Holders of Senior Secured Discount Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §ss. 314(b).

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with promptly after the execution and delivery issuance of this Indenture the Exchange Notes 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 filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the 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 Issuers shall will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on May 15 in each year beginning with April 30May 15, 20112003, 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 other instruments of further assurance as is necessary to maintain and perfect the Lien of the Collateral Security Documents 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, 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 preserve, perfect 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 Collateral 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 maintain and perfect such Lien and assignment. (c) The Issuers shall will otherwise comply with the provisions of TIA §314(bTIAss.314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with within three months after the execution and delivery of this Indenture an Opinion of Counsel either:Counsel, subject to customary assumptions, limitations and exceptions, either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering, filing and perfection of this Indenture, financing statements, and other instruments necessary to make effective the Liens intended to be created by the Collateral Agreements, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Liens effective. (1b) The Company shall furnish to the Collateral Agent and the Trustee within five Business Days after each anniversary of the Issue Date an Opinion of Counsel, dated as of such date, subject to customary assumptions, limitations and exceptions, either (i) (A) 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 created by the Collateral Documents, and reciting with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 in each year beginning with April 30, 2011, 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, perfecting, re-recording, re-registering and re-filing refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien Liens of the Collateral Documents 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 givenAgreements, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Agreements with respect to the security interests Liens in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignmentLiens. (c) The Issuers Notwithstanding any other provision of this Indenture, any Collateral Agreement or any other agreement or instrument, other than the Required Filings, neither the Company, its Subsidiaries nor any other Person shall otherwise comply with the provisions of TIA §314(b).have any obligation to record, file,

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents and reciting with respect to the security interests interest 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, 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 twelve (12) months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes holders and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company and the Guarantors will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company and the Guarantors shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by them. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company and the Guarantors to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company and the Guarantors to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Documents. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Documents and received by the Collateral Agent to the Trustee for the benefit of the holders of the Notes.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall furnish to the Trustee within 30 days after April 30 December 1 in each year beginning with April December 30, 20112005, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(bss.314(b).

Recording and Opinions. (a) On 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 the expense of the Company and each Subsidiary Guarantor, as are necessary to subject the Collateral (other than the Conditional Collateral and the Non-Principal Property Collateral, which shall remain subject to Section 4.09 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 advisable to perfect, maintain and protect the Liens of the Collateral Documents. (b) The Issuers Company shall furnish to the Trustee simultaneously with 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: either (1i) stating that, that in the opinion of such counsel, 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 with respect to the security interests in the Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (bc) The Issuers Company shall furnish to the Trustee within 30 days at the time of execution and delivery of any Collateral Document, or any amendments or supplements thereto, after April 30 the Issue Date by any Subsidiary Guarantor under Section 4.08, an Opinion of Counsel to the effect set forth in subsection (c) of this Section 11.03, 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), the Company shall furnish to the Trustee on or prior to each year beginning with April 30, 2011anniversary of the date hereof and upon the delivery of any Collateral Document, an Opinion of Counsel, dated as of such date, either:stating that either (i) (1) (A) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering, filing, re-recordingrerecording and refiling of the Indenture, re-registering and re-filing of all supplemental indentures, the Collateral Documents, financing statements, continuation statements or other Collateral and all other instruments of further assurance as is are necessary or appropriate to maintain fully maintain, protect and preserve the Lien Liens and the rights of the Holders, the Collateral Documents Agent and the Trustee hereunder and under the Collateral Documents, 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, 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 Holders of Notes Holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to the security interests their Liens in the Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain maintain, preserve and protect the Liens and the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents during such Lien period. Such Opinion of Counsel shall be required in addition to, and assignmentnot in lieu of, any Officers' Certificate required under this Indenture or the Collateral Documents. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsEscrow Agreement, and reciting with respect to the security interests in the Escrow Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on May 15, 1999, and on each May 15 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is 95 87 necessary to maintain the Lien of the Collateral Documents Escrow Agreement and reciting with respect to the security interests in the Escrow Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, 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 Holders of the Notes and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Escrow Collateral with respect to such Notes or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with prior to making the execution and delivery of this Indenture Permitted Texas Unwired Investments an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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 DocumentsPledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Collateral Agent and the Trustee within 30 days after April 30 on November 1 in each year beginning with April 30November 1, 20112000, an Opinion of Counsel, dated as of such date, either: either (1i) (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 refiling of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Documents Pledge Agreement with respect to the security interests in the Pledged Collateral; , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers Company shall otherwise comply with the provisions of TIA §314(b(S)314(b).

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the 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 Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on July 1 in each year beginning with April 30July 1, 2011, 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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Security Documents 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, 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 Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall Company will otherwise comply with the provisions of TIA §314(b)314.

Recording and Opinions. (a) The Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture 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 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 with respect to the security interests in the 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 Issuers shall Company will furnish to the Trustee within 30 days three months after April 30 in each year beginning with April 30, 2011anniversary of the Issue Date, an Opinion of Counsel, dated as of such date, either: stating either that (1i) (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 other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Security Document and reciting with respect to the security interests interest 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, 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 Holders of Notes and the Trustee hereunder and under the Collateral Documents Security Document with respect to the security interests interest in the Collateral; ; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (b) So long as no Default or Event of Default has occurred and is continuing, and subject to certain terms and conditions, the Company will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the Collateral pledged by them. (c) So long as there has occurred no Event of Default, then the Company shall have the right to exercise any voting and other consensual rights pertaining to the Collateral pledged by it. (d) Upon the occurrence and during the continuance of a Default or Event of Default, all rights of the Company to receive all cash dividends, interest and other payments made upon or with respect to the Collateral will cease and such cash dividends, interest and other payments will be paid to the Collateral Agent; (e) Upon the occurrence and during the continuance of an Event of Default: (i) all rights of the Company to exercise such voting or other consensual rights will cease, and all such rights will become vested in the Collateral Agent, which, to the extent permitted by law, will have the sole right to exercise such voting and other consensual rights; and (ii) the Collateral Agent, upon the instruction of the Trustee pursuant to this Indenture and the Security Document, may sell the Collateral or any part of the Collateral in accordance with the terms of the Security Document. The Issuers shall otherwise comply Collateral Agent, in accordance with the provisions of TIA §314(b)this Indenture, will distribute all funds distributed under the Security Document and received by the Collateral Agent to the Trustee for the benefit of the Holders.

Recording and Opinions. (a) The Issuers shall Company will furnish to the Trustee and the Collateral Agent simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: (1) stating that, in the opinion of such counsel, upon the filing of the applicable financing statements in the office of the Secretary of State of Delaware or other applicable filing office, all action has will have been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective and perfect the Lien intended to be created by the Collateral Security Documents, and reciting with respect to the security interests in the 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 effectiveeffective and/or perfected. (b) The Issuers shall Company will furnish to the Collateral Agent and the Trustee within 30 days after April 30 on May 15 in each year beginning with April 30May 15, 20112024, 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 other instruments of further assurance as is necessary to maintain and/or perfect the Lien of the Collateral Security Documents 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, 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 preserve, protect and protectperfect, to the extent such protection protection, preservation and preservation perfection are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Collateral Security Documents with respect to the security interests in the Collateral; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).

Recording and Opinions. (a) The Issuers Company shall furnish to the Trustee simultaneously with promptly after the execution and delivery of this Indenture an Opinion of Counsel either: either (1i) stating that, that in the opinion of such counsel, 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, Escrow Agreement and reciting with respect to the security interests in the Collateral, Collateral the details of such action; or , or (2ii) stating that, that in the opinion of such counsel, counsel no such action is necessary to make such Lien effective. (b) The Issuers Company shall furnish to the Escrow Agent and the Trustee within 30 days after April 30 on June 1, and on each June 1 thereafter until the date upon which the balance of Available Funds (as defined in each year beginning with April 30, 2011the Escrow Agreement) shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either: either (1i) stating that (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 refiling of all supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Lien of the Collateral Documents Escrow Agreement 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, 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 Holders of Notes Securities and the Trustee hereunder and under the Collateral Documents Escrow Agreement with respect to the security interests in the Collateral; Collateral or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. (c) The Issuers shall otherwise comply with the provisions of TIA §314(b).