Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documents, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by the Security Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording and Opinions. Subject to Section 11.04, as (a) As required by the provisions of the Security Collateral Documents, the Issuer Company and, if applicable, the Restricted Subsidiaries shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Collateral Documents (subject only to Permitted Liens) ), including, without limitation, the filing of financing statements, continuation statements, mortgages and any instruments of further assurance, the filing of any documents or deeds with any public registry or other registry provided by law, in such manner and in such places as may be required by law fully to perfect, preserve and or protect the rights of the Holders and the Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral. The Issuer Company and the Restricted Subsidiaries shall from time to time promptly pay all financing statement, continuation statement and and, registration and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Collateral Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. . (b) The Issuer Company shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Collateral Documents, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by the Security Collateral Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the Indenture opinion of such counsel all action has been taken with respect to the recording, registering and within three months after filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Pledge Agreement, and reciting with respect to the security interests in the Pledged Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Collateral Agent and the Trustee on September 1 in each anniversary of the Issue Date year beginning with September 1, 2000, an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security 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, (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Securities and the Collateral Agent and the Trustee hereunder and under the Pledge Agreement with respect to the security interests in the Pledged Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liensa) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and Company will furnish to the Trustee promptly Trustee, no later than ten days after the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date this Indenture, an Opinion of CounselCounsel either: (1) stating that, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken to create a valid lien on the Collateral, in accordance with the intent of Section 11.01 hereof and the Security Documents which lien is perfected to the extent that perfection of such lien can be effected under the UCC (as defined in the Security Agreement) by the filing of a financing statement in the appropriate filing in each jurisdiction where such filing is required or by the filing of appropriate instruments with the U.S. Copyright Office or U.S. Patent and Trade Office, and reciting with respect to the security interests in the Collateral, the details of such action; or (2) stating what actionsthat, if anyin the opinion of such counsel, are no such action is necessary to be make such Lien effective. (b) The Company will furnish to the Collateral Agent and the Trustee on January 15 in each year beginning with January 15, 2003, an Opinion of Counsel, dated as of such date, either: (1) stating that, in the opinion of such counsel, action has been taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by 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; (ii2) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) The Company will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liensa) in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders The Company and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer Guarantors shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the Indenture 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 (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective (or an Opinion of Counsel substantially to the effect of subparagraphs (i) and (ii) above, taking into account the governing law of such Opinion of Counsel). (b) The Company and the Guarantors shall furnish to the Trustee and the Collateral Agent within three months after 10 days following December 31 in each anniversary of the Issue Date year beginning with December 31, 2002, an Opinion of Counsel, dated as of the date such dateopinion is furnished, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security 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, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien. (c) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as (a) As required by the provisions of the Security Collateral Documents, the Issuer Company and, if applicable, the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Collateral Documents (subject only to Permitted Liens) ), including, without limitation, the filing of financing statements, continuation statements, mortgages and any instruments of further assurance, the filing of any documents or deeds with any public registry or other registry provided by law, in such manner and in such places as may be required by law fully to perfect, preserve and or protect the rights of the Holders and the Trustee under this Indenture and the Security Collateral Documents to all property comprising the Collateral. The Issuer Company and the Restricted Subsidiaries shall from time to time promptly pay all financing statement, continuation statement and and, registration and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Collateral Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. . (b) The Issuer Company shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date Date, an Opinion of Counsel, dated as of such date, stating either that (i) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Collateral Documents, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by the Security Collateral Documents and reciting the details of such action or (ii) in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of the Indenture and within three months after each anniversary any of the Issue Date Collateral Documents an opinion of Counsel either (i) stating that in the opinion of such counsel all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by such Collateral Document, and reciting with respect to the security interests in the Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Company shall furnish to the Trustee on June 25 in each year beginning with June 25, 1998, an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security 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) 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 (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture a letter stating that it is entitled to rely on an Opinion of Counsel stating that in the Indenture opinion of such counsel all action has been taken with respect to the delivery of all financing statements or other instruments necessary to make effective the Liens intended to be created by the Security Documents. (b) The Company shall furnish to the Collateral Agent and within three months after the Trustee on September 30 in each anniversary of the Issue Date year beginning with September 30, 2003 an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security Documents and reciting with respect to the security interests in the Pledged Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (B) stating that, based on relevant laws as in effect on the date of such 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 Security Documents with respect to the security interests in the Pledged Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liensa) in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders The Company and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer Guarantors shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the Indenture 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 (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective (or an Opinion of Counsel substantially to the effect of subparagraphs (i) and (ii) above, taking into account the governing law of such Opinion of Counsel). (b) The Company and the Guarantors shall furnish to the Trustee and the Collateral Agent within three months after 10 days following December 31 in each anniversary of the Issue Date year beginning with December 31, 2002, an Opinion of Counsel, dated as of the date such dateopinion is furnished, either (i)(A) stating either that (i) that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security 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, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien. (c) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after following the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date this Agreement an Opinion of Counsel, dated as of such date, stating Counsel either that (i) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by 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 Company shall furnish to 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, (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary 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 Bonds and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (c) Each Opinion of Counsel provided for in this Article IX delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Agreement shall be in writing signed by a legal counsel who may be an employee of or counsel to the Company or who may be other counsel satisfactory to the Trustee and shall include (i) a statement that the person making such certificate or opinion has read such covenant or condition, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Any opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters or information with respect to which is in the possession of the Company, upon the certificate, statement or opinion of or representations by an officer or officers of the Company, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by Collateral, including, without limitation, the Security Documents (subject only to Permitted Liens) 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 Issuer Company shall from time to time promptly pay all financing statement, and continuation statement and registration recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsIndenture, any amendments thereto and any other instruments of further assurance required hereunder or pursuant required. (b) The company shall furnish to the Security Documents. The Trustee shall have no obligation toTrustee, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with at such time as required by Section 314(b) of the Trust TIA, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture Act and the grant of a security interest in the Collateral and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the security interests in the Collateral and reciting the details of such action, and stating that as to the security interests created, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. (c) To the extent required by the TIA, the Company shall furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after on August 15 in each anniversary of the Issue Date year, beginning with August 15, 1998, an Opinion of Counsel, dated as of such date, either (i)(A) stating either that (i) that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering recording and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or and other instruments of further assurance documents as is necessary to maintain the Liens intended to be created by the Security Documents Lien and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain the security interest of the Holders and the Trustee hereunder with respect to the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Issuers shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the Indenture opinion of such counsel all action has been taken with respect to the recording, registering and within three months after filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Note Security Documents, and reciting with respect to the security interests in the Note Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) The Issuers shall furnish to the Collateral Agent and the Trustee on March 15 in each anniversary of the Issue Date year beginning with March 15, 2000, an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Note Security Documents and reciting with respect to the security interests in the Note Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (iiB) stating that, based on relevant laws as in effect on the opinion date of such counselOpinion of Counsel, no all financing statements and continuation statements have been executed and filed that are necessary as of such action is necessary date and during the succeeding 12 months fully to maintain preserve and protect, to the extent such Liens.protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder

Recording and Opinions. Subject (a) The Company shall furnish to Section 11.04, as required by the provisions Trustee simultaneously with the execution and delivery of this Indenture a letter stating that it is entitled to rely on an Opinion of Counsel stating that in the Security Documents, the Issuer shall take opinion of such counsel all action required has been taken with respect to perfect, maintain, preserve and protect the delivery of all financing statements or other instruments necessary to make effective the Second Lien on and security interest in the Collateral granted intended to be created by the Security Documents (subject only to Permitted Liens) 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. Agreements. (b) The Issuer Company shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after on June 15 in each anniversary of the Issue Date year beginning with June 15, 2001 an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is are necessary to maintain the Liens intended to be created by Second Lien of this Indenture and the Security Documents Agreements and reciting with respect to the security interest in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (B) stating that, based on relevant laws as in effect on the date of such 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 Security Agreements with respect to the security interest in the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensSecond Lien and security interest. (c) The Company shall otherwise comply with the provisions of TIAss. 314(b).

Recording and Opinions. Subject Prior to Section 11.04, as required by the provisions of the Security DocumentsCollateral Release Date, the Issuer Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly within 120 days after the execution and delivery end of each fiscal year of the Indenture and within three months after each anniversary of the Issue Date Company an Opinion of Counsel, dated as of such datethe date of delivery, stating either that (i) that, in the opinion of such counsel, either (i) (A) all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering rerecording and refiling of this Indenture and the Security Indenture, all supplemental indentures, the Collateral Documents, financing statements, continuation statements or other Collateral and all other instruments of further assurance as is are necessary to maintain maintain, protect and preserve the Liens intended to be created by and the Security Documents rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given and (B) based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to their Liens in the Collateral, or (ii) 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 Liensperiod. Such Opinion of Counsel shall be required in addition to, and not in lieu of, any Officers’ Certificate required under this Indenture or the Collateral Documents.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer The Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel substantially in the Indenture form of EXHIBIT A to the Purchase Agreement. The Company shall furnish to the Custodian and within three months after the Trustee on April 1, 1999, and on each anniversary April 1 thereafter until the date upon which the balance of the Issue Date Collateral shall have been reduced to zero, an Opinion of Counsel, dated as of such date, either (i) stating either that (iA) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or and other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security 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) 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 twelve 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 (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment.

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) Ampex shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee Hillside as soon as possible and promptly after the execution and delivery of any other instrument of further assurance or amendment granting, perfecting, protecting or preserving a lien pursuant to any Security Document, an opinion of counsel either (i) stating that in the Indenture opinion of such counsel all action has been taken with respect to the recording, registering and within three months after each anniversary filing of the Issue Date mortgage or deed of trust, financing statements or other instruments necessary to make effective the liens intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such lien effective. (b) At each point in time when a re-recording, re-registering or refiling of the mortgage or deed of trust, financing statements or other instruments necessary to continue the liens is required, Ampex shall furnish to Hillside an Opinion opinion of Counselcounsel, dated as of such date, either (i) stating either that (iA) in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recordingrerecording, re-registering and refiling of this Indenture all mortgages or deeds of trust, financing statements and continuation agreements and reciting with respect to the Security Documentssecurity interests in the Collateral the details of such action or referring to prior opinions of counsel in which such details are given, and (B) based on relevant laws as in effect on the date of such opinion of counsel, all deeds of trust, mortgages, financing statements, continuation statements or and other instruments have been executed and filed that are necessary as of further assurance as is necessary such date fully to maintain preserve and protect, to the Liens intended to be created extent such protection and preservation are possible by filing, the rights of the Holders of Notes hereunder and under the Security Documents and reciting with respect to the details of such action security interests in the Collateral or (ii) stating that in the opinion of such counsel, no such action is necessary to maintain such Liensthe lien.

Recording and Opinions. Subject to Section 11.04, as required by Not later than the provisions of the Security DocumentsIssue Date, the Issuer shall take all action required to perfectCompany and the Guarantors, maintainat their sole expense, preserve and protect the Lien on and security interest in the Collateral granted by will cause the Security Documents (subject only to Permitted Liens) be recorded, registered and filed in such manner and in such places as may be required necessary to create or perfect the Liens in the Collateral intended to be created by law 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 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 to preserve and protect the rights of Liens in the Holders and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to Collateral created by the Security Documents. The Trustee Company shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Collateral Agent and the Trustee promptly after the execution Issue Date (and delivery in any case within 60 days of the Indenture Issue Date) and within three months after on each anniversary of the Issue Date Date, an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be Lien created by 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, (B) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements have been executed and filed that are necessary 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 and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment.

Recording and Opinions. Subject (a) The Company will cause the applicable Security Documents and any financing statements, and all amendments or supplements to Section 11.04, as required by the provisions each of the Security Documentsforegoing and any other similar security documents as necessary, the Issuer shall take all action required to perfectbe registered, maintainrecorded and filed and/or re-recorded, preserve re-filed and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) renewed in such manner and in such places place or places, if any, as may be required by law or reasonably requested by the Trustee in order fully to preserve and protect the rights of Lien securing the Holders and obligations under the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. The Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or Note pursuant to the Security Documents. , except as provided herein and therein. (b) The Trustee Company shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of the Indenture and within three months after each anniversary of the Issue Date this Indenture, an Opinion of Counsel, dated as of such date, stating either that (i) stating that, in the opinion of such counsel, all action has been taken (with respect to the recording, registering and stating what actionsfiling, if anyfinancing statements, are continuation statements or other instruments of further assurance as is necessary to maintain the Lien intended to be created by the Depositary Agreement, and reciting with respect to the security interests in the Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (c) The Company shall furnish to the Trustee on October 1, in each year beginning with October 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 within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling re-filing of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by 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, 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 Security Documents with respect to the security interests in the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. (d) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) Pledge Agreement, 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 Pledge Agreement to all property comprising the Collateral. The Issuer Company shall from time to time promptly pay all financing statement, and continuation statement and registration recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsPledge Agreement, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Documents. Pledge Agreement. (b) The Trustee Company shall have no obligation tofurnish to the Trustee, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section at such time as required by (S) 314(b) of the Trust TIA, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture Act and the grant of a security interest in the Collateral intended to be made by the Pledge Agreement and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the security interests in the Collateral created by the Pledge Agreement and reciting the details of such action, and stating that as to the security interests created pursuant to the Pledge Agreement, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests. (c) To the extent required by the TIA the Company shall furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after on April 15 in each anniversary of the Issue Date year, beginning with April 15, 1999, an Opinion of Counselsuch counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering recording and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or and other instruments of further assurance documents as is necessary to maintain the Liens intended to be created by Lien of the Security 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, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain the security interest of the Holders and the Trustee hereunder and under the Pledge Agreement with respect to the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien.

Recording and Opinions. Subject Prior to Section 11.04, as required by the provisions effective time of the Security DocumentsMerger, the Issuer Company shall take all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) 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 Issuer shall from time to time promptly pay all financing statement, continuation statement and registration 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 hereunder or pursuant to the Security Documents. The Trustee shall have no obligation to, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with Section 314(b) of the Trust Indenture Act and furnish to the Trustee promptly after simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either (i) stating that in the Indenture opinion of such counsel all action has been taken with respect to the recording, registering and within three months after each anniversary filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Collateral Agreements, and reciting with respect to the security interests in the Pledged Collateral, the details of such action, or (ii) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. Prior to the effective time of the Issue Date Merger, the Company shall furnish to the Collateral Agent and the Trustee on _________ __ in each year beginning with _________ __, 199__, an Opinion of Counsel, dated as of such date, stating either that (i) (A) stating that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Liens intended to be created by Lien of the Security Documents Collateral Agreements and reciting with respect to the security interests in the Pledged Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, (B) stating that, based on relevant laws as in effect on the date of such 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 Agreements with respect to the security interests in the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien and assignment. The Company shall otherwise comply with the provisions of TIA ss.314(b).

Recording and Opinions. Subject to Section 11.04, as required by the provisions of the Security Documents, the Issuer (a) The Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest Security Interest in the Collateral granted by the Security Documents (subject only to Permitted Liens) Documents, 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 Issuer Company shall from time to time promptly pay all financing statement, and continuation statement and registration recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, Documents any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Security Documents. . (b) The Trustee Company shall have no obligation tofurnish to the Trustee, nor shall it be responsible for any failure to, so register, file or record. The Issuer shall comply with at such time as required by Section 314(b) of the Trust TIA, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture Act and the grant of a Security Interest in the 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 Security Documents and reciting the details of such action, 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 (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interest. (c) To the extent required by the TIA, the Company shall furnish to the Trustee promptly after the execution and delivery of the Indenture and within three months after on May 1 in each anniversary of the Issue Date year, beginning with 1998, an Opinion of Counsel, dated as of such date, either (i)(A) stating either that (i) that, in the opinion of such counsel, all action has been taken (and stating what actions, if any, are necessary to be taken within the next calendar year) with respect to the recording, registering, filing, re-recording, re-registering re- recording and refiling of this Indenture and the Security Documentsall supplemental indentures, financing statements, continuation statements or and other instruments of further assurance documents as is necessary to maintain the Liens intended to be created by Lien of the Security Documents and reciting with respect to the 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, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements and other documents have been executed and filed that are necessary as of such date and during the succeeding 24 months fully to maintain the Security Interests of the Holders and the Trustee hereunder and under the Security Documents with respect to the Collateral, or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such LiensLien.