Common use of Recording and Opinions Clause in Contracts

Recording and Opinions. (a) The Company shall furnish to the Collateral Agent and the Trustee on January 15 in each year beginning with January 15, 2005, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 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, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company Issuers and the Guarantors shall furnish to the Collateral Agent and the Trustee on January 15 no later than June 30 in each year beginning with January 15March 31, 20052011, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, either: (1a) (A) stating to the effect 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 perfection of the Lien of the 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 to the effect 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, perfect 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 Security Documents with respect to the security interests interest in the Collateral; or (2b) stating to the effect that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) Lien. The Company shall Issuers will otherwise comply with the provisions of TIA Section § 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January 15 [ ] in each year beginning with January 15, 2005[ ], an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, either: (1) (A) stating that, in the opinion of such counsel, either: (a) 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 lien of the Pledge, Assignment and Security Documents Agreement 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, perfect preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Collateral Agent Holders and the Trustee hereunder and under the Pledge, Assignment and Security Documents Agreement with respect to the security interests interest in the Collateral; or (2b) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien lien and assignment. (b) . The Company shall will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January March 15 in each year beginning with January March 15, 20052003, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 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, perfect 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 (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January May 15 in each year beginning with January May 15, 20052004, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 and perfect the Lien of the Security Documents and reciting with respect to the security interests in Liens on 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, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Collateral Agent Holders and the Trustee hereunder and the rights of the Holders, the Trustee and the Collateral Agent under the Security Documents with respect to the security interests in Liens on the Collateral; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall PES will furnish to the Collateral Agent and the Trustee on January 15 or within one month of March 1 in each year beginning with January 15March 1, 20052012, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, Counsel 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, mortgages, financing statements, mortgage reinscriptions, continuation statements or other instruments of further assurance as is necessary to maintain and perfect 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 mortgages, mortgage reinscriptions, financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to fully to preserve, perfect preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall PES will otherwise comply with the provisions of TIA Section §314(b).

Recording and Opinions. (a) The Company shall will furnish to the ---------------------- Collateral Agent and the Trustee on January 15 December 31 in each year beginning with January 15December 31, 20052003, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 and perfect the third priority 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, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Noteholders and the Collateral Agent and the Trustee hereunder and under the 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 and perfect such Lien and assignment. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall furnish to the Collateral Agent and the Trustee on January 15 in the Effective Date and each year beginning with January 15, 2005anniversary of the Effective Date, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of created by 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) 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, perfect 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 Collateral Documents with respect to the security interests in the Collateral; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company and Guarantors shall otherwise comply with the provisions of TIA Section 314(b314(d).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee simultaneously with the execution and delivery of this Indenture a reliance letter with respect to the opinion of counsel of the Company delivered to the Initial Purchasers on the date of this Indenture regarding the Lien intended to be created by the Security Documents. (b) The Company will furnish to the Collateral Agent and the Trustee on January 15 April 12 in each year beginning with January 15April 12, 20052014, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 and perfect 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, perfect preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or; (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (bc) The Company shall will otherwise comply with the provisions of TIA Section 314(b)§314.

Recording and Opinions. (a) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), such Opinions of Counsel as required by, at such times as required by, TIA Section 314(b). (b) Annually, within thirty (30) days after April 1 of each year and beginning with the year 2008, the Company shall furnish to the Trustee and the Trustee on January 15 in each year beginning with January 15, 2005Collateral Agent (if other than the Trustee), an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 registering, recording, registering, filing, re-recording, re-registering and re-filing refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements or and other instruments and documents, and delivery of further assurance all certificates, as is are then necessary to maintain and perfect or continue the Lien perfection of the security interests 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, ; 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 twenty-four (24) months fully to maintain, perfect or continue the perfection of such security interests under the Security Documents with respect to the Collateral and to maintain, preserve, perfect and protect, to the extent such protection and preservation are possible by filing, protect the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or or (2ii) stating that, in the opinion of such counsel, no such action is then necessary to maintain and perfect or continue the perfection of such Lien and assignmentsecurity interests. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), such Opinions of Counsel as required by, at such times as required by, TIA Section 314(b). (b) Annually, within thirty (30) days after May 1 of each year and beginning with the year 2004, the Company shall furnish to the Trustee and the Trustee on January 15 in each year beginning with January 15, 2005Collateral Agent (if other than the Trustee), an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 registering, recording, registering, filing, re-recording, re-registering and re-filing refiling of this Indenture, and all supplemental indentures, financing statements, continuation statements or and other instruments and documents, and delivery of further assurance all certificates, as is are then necessary to maintain and perfect or continue the Lien perfection of the security interests 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, ; 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 twenty-four (24) months fully to maintain, perfect or continue the perfection of such security interests under the Security Documents with respect to the Collateral and to maintain, preserve, perfect and protect, to the extent such protection and preservation are possible by filing, protect the rights of the Holders, the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or or (2ii) stating that, in the opinion of such counsel, no such action is then necessary to maintain and perfect or continue the perfection of such Lien and assignmentsecurity interests. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall Issuers will furnish to the Collateral Agent and the Trustee on January 15 or within one month of December 1 in each year beginning with January 15December 1, 20052011, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, Counsel 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, mortgages, financing statements, mortgage reinscriptions, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of the Security Documents Collateral 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 mortgages, mortgage reinscriptions, financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to fully to preserve, perfect 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 Collateral Agreements 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. (b) The Company shall Issuers will otherwise comply with the provisions of TIA Section §314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January 15 March 1st in each year beginning with January 15, 2005the March 1st following the date of this Indenture, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 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, perfect 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 (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January 15 or within one month of October 1 in each year beginning with January 15October 1, 20052011, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, Counsel 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, mortgages, financing statements, mortgage reinscriptions, continuation statements or other instruments of further assurance as is necessary to maintain and perfect the Lien of the Security Documents Collateral 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 mortgages, mortgage reinscriptions, financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to fully to preserve, perfect 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 Collateral Agreements 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. (b) The Company shall will otherwise comply with the provisions of TIA Section §314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January May 15 in each year (or the first Business Day immediately thereafter if May 15 of such year is not a Business Day) beginning with January May 15, 20052004, an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 and perfect the Lien of the Security Documents and reciting with respect to the security interests in Liens on 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, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Collateral Agent Holders and the Trustee hereunder and the rights of the Holders, the Trustee and the Collateral Agent under the Security Documents with respect to the security interests in Liens on the Collateral; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall furnish to the Collateral Agent and the Trustee on January 15 [ ], in each year beginning with January 15, 2005[ ], an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 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 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, perfect preserve and protect, to the extent such protection and preservation are possible by filing, the rights of the Holders of Notes and the Collateral Agent and the Trustee hereunder and under the Security Documents with respect to the security interests in the Collateral; or , or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall otherwise comply with the provisions of TIA Section 314(bsection 314(d).

Recording and Opinions. (a) The Company shall Issuer will furnish to the Collateral Agent and the Trustee on January or within one month of June 15 in each year beginning with January June 15, 20052014, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, Counsel 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, mortgages, financing statements, mortgage reinscriptions, continuation statements or other instruments of further assurance as is necessary to maintain and perfect 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 mortgages, mortgage reinscriptions, financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to fully to preserve, perfect 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; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January 15 no later than September 22 in each year beginning with January 15September 22, 20052010, an Opinion one or more Opinions of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, either: (1) (Aa) 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 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 (Bb) stating that, to the extent applicable in the relevant jurisdiction, 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, perfect 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 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 and perfect such Lien and assignment. (b) The To the extent applicable, the Company shall will otherwise comply with the provisions of TIA Section § 314(b).

Recording and Opinions. (a) The Company shall Issuer will furnish to the Collateral Agent and the Trustee on January or within one month of June 15 in each year beginning with January June 15, 20052012, an Opinion of Counsel, which may be rendered by internal counsel to the Company, dated as of such date, Counsel 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, mortgages, financing statements, mortgage reinscriptions, continuation statements or other instruments of further assurance as is necessary to maintain and perfect 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 mortgages, mortgage reinscriptions, financing statements and continuation statements have been executed and filed that are necessary as of such date and during the succeeding 12 months to fully to preserve, perfect 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; (2) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall will furnish to the Collateral Agent and the Trustee on January 15 [December 31] in each year beginning with January 15[December 31, 20052003], an Opinion of Counsel, which may be rendered by internal counsel to the Company, 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 and perfect 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, perfect 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 (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall will otherwise comply with the provisions of TIA Section TIAss. 314(b).

Recording and Opinions. (a) The Company shall Issuers will furnish to the Collateral Agent and the Trustee on January May 15 in each year beginning with January May 15, 20052004, an Opinion of Counsel, which may be rendered by internal counsel to the CompanyIssuers, 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 and perfect the Lien of the Security Documents and reciting with respect to the security interests in Liens on 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, perfect and protect, to the extent such protection and preservation are possible by filing, the rights of the Collateral Agent Holders and the Trustee hereunder and the rights of the Holders, the Trustee and the Collateral Agent under the Security Documents and the Collateral Sharing Agreement with respect to the security interests in Liens on the Collateral; or (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall Issuers will otherwise comply with the provisions of TIA Section 314(b).

Recording and Opinions. (a) The Company shall Issuers will furnish to the Collateral Agent and the Trustee on January May 15 in each year beginning with January May 15, 20052003, an Opinion of Counsel, which may be rendered by internal counsel to the CompanyIssuers, 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 and perfect 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, perfect 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 (2ii) stating that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien and assignment. (b) The Company shall Issuers will otherwise comply with the provisions of TIA Section 314(b).