Common use of Recording, Etc Clause in Contracts

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real (b) The Company shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created by each such Security Document; and (iii) within 30 days after May 1 in each year beginning with May 1, 2000, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company willGuarantors and the Issuer will cause the applicable Related Documents including the Deed of Trust, the Mortgage Documents, and will cause any financing statement, all amendments or supplements to each of the foregoing and any other Pledgor tosimilar security documents as necessary, take or cause to be taken all action required or necessary to maintainregistered, preserve recorded and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 to be promptly filed and/or re-recorded, registered re-filed and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all renewed in such manner and in such places place or places, if any, as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order fully to grant, perfect, preserve and protect the Security Interest in such property Lien of the Trustee securing (for the ratable benefit of the Bondholders) the Bonds or the Subsidiary Guaranties and assetsto effectuate and preserve the security of the Bondholders and all rights of the Trustee. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing feesIssuer, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto Guarantors and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real (b) The Company obligor shall furnish or cause to be furnished to the Trustee: (ia) at promptly after the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days promptly after the date execution and delivery of this Indentureany other instrument of further assurance or amendment, Opinion(s) an Opinion of Counsel either (ai) substantially to the effect stating that, in the opinion of such counsel, this Indenture, each Security Document the Deed of Trust, the Mortgage Documents, and applicable Related Documents and all other instruments of further assurance or assignment, if any, amendment have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests Lien intended to be created by each such Security DocumentRelated Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that as to such Related Documents and such other instruments such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the Bondholders and the Trustee hereunder and under the Related Documents or (ii) stating that, in the opinion of such counsel, no such action is necessary to make any other Lien created under any of the Related Documents effective as intended by such Related Documents; and (iiib) within 30 days after May January 1 in each year beginning with May 1, 2000the year 1994, an Opinion of Counsel, dated as of such date, either (ai) to the effect Stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registeringsregistering, filingsfiling, re-recordingsrecording, re-registerings registering and refilings re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests Lien of each of this Indenture and the Security Related Documents and reciting with respect to such Security Interests the details of such action or referencing referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders Holders and the Trustee hereunder and under each of the Security Related Documents with respect to the Security Interests, or (bii) to the effect stating that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security InterestsLien.

Recording, Etc. (a) The Company will, and Owners will cause each other Pledgor to, take or cause to be taken all action required or necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the applicable Security Documents, including, but not limited to, causing all including the Mortgages and any financing statements, Mortgagesall amendments or supplements to each of the foregoing and any other similar security documents as necessary, to be registered, recorded and filed or re-recorded, re-filed and renewed in such manner and in such place or places, if any, as may be required by law or reasonably requested by the Indenture Trustee and shall take all further action that may be necessary and desirable in order fully to preserve, protect and perfect the Lien of the Indenture Trustee securing the Mortgage Notes (for the ratable benefit of the Noteholders) and to effectuate and preserve the security of the Noteholders and all rights of the Indenture Trustee. (b) Golden State Petroleum, as agent for the Owners, shall furnish the Indenture Trustee: (i) promptly after the execution and delivery of this Indenture, and promptly after the execution and delivery of any other instrument of further assurance or amendment, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, and as of the date of such opinion, this Indenture and the applicable Security Documents and all other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee assurance or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 to be promptly amendment have been properly recorded, registered and filed, and at all times as appropriate, to the extent necessary to make effective the Lien intended to be kept recorded, registered created by such Security Documents and filedreciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and will execute stating that as to such Security Documents and file such other instruments such recording, registering and filing are the only recordings, registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or re-filings are necessary to maintain such notice, and further stating that all financing statements and cause to be issued continuation statements have been executed and filed such continuation statements, all in such manner and in such places as may be required by law that are necessary fully to preserve and protect the rights of the Holders of Noteholders, the Notes Indenture Trustee hereunder and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real (b) The Company shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect stating that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, have been properly recorded, registered and filed to the extent no such action is necessary to perfect or otherwise make effective any other Lien created under any of the Security Interests created Documents effective as intended by each such Security Document; andDocuments. (iiiii) within 30 days after May January 1 in each year beginning with May 1, 2000the year 1998, an Opinion of Counsel, dated as of such date, either (ai) to the effect stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registeringsregistering, filingsfiling, re-recordingsrecording, re-registerings registering and refilings re-filing of this Indenture and all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests Lien of each of this Indenture and the Security Documents and reciting with respect to such Security Interests the details of such action or referencing referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and Noteholders, the Indenture Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (bii) to the effect stating that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security InterestsLien.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, the Guarantors shall take or cause to be taken all action required or necessary desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Holders of the Notes Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Guarantor that is not in existence on the date hereof Issue Date to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement counterpart to the Security Agreement substantially in and such other documents as required by the form of Exhibit 3 thereto Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant, perfect, preserve grant and protect perfect the Security Interest in Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting Notwithstanding the generality of the foregoing covenantforegoing, in the event at any time the Trustee shall determine that additional mortgage recording, transfer not have any duty or similar obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to perfect or continue any Lien on any Realin the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created by each such Security Document; and (iii) Trustee within 30 days after May October 1 in each year beginning with May 1, 20002009, an Opinion of Counsel, Counsel dated as of such date, date either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interestssecurity interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor CPC and Caribbean to, take or cause to be taken all action required or necessary desirable to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company or the relevant Guarantor will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real (b) The Company shall furnish or cause to be furnished Real Property in an amount at least equal to the Trustee: (i) at the Fair Market Value from time to time of execution and delivery of this Indenturesuch Real Property, Opinion(s) of Counsel substantially in the form of those delivered pursuant to Company or the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with relevant Guarantor shall pay such modifications as shall be necessary or reasonably requested taxes promptly upon demand by the Trustee; (ii) within 60 days after . Notwithstanding the date of this Indentureforegoing, Opinion(s) of Counsel either (a) substantially the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the effect that, determination referred to in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created preceding sentence shall only be made by each such Security Document; and (iii) within 30 days after May 1 in each year beginning with May 1, 2000, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder upon receipt of written notice that such taxes are due and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interestsowing.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, take or cause to be taken all action required or necessary to maintain, preserve and protect the Security Interests in the Collateral granted by the Security Documents, including, but not limited to, causing all financing statements, Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any RealReal Property, the Company shall pay such taxes promptly upon demand by the Trustee. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those delivered pursuant to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, have been properly recorded, registered and filed to the extent necessary to perfect or otherwise make effective the Security Interests created by each such Security Document; and (iii) within 30 days after May 1 in each year beginning with May 1, 20002002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests of each of the Security Documents and reciting with respect to such Security Interests the details of such action or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) to the effect that, in the opinion of such Counsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, the Guarantors shall take or cause to be taken all action required or necessary desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Holders of the Notes Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Guarantor that is not in existence on the date hereof Issue Date to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement counterpart to the U.S. Security Agreement substantially in and such other documents as required by the form of Exhibit 3 thereto U.S. Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant, perfect, preserve grant and protect perfect the Security Interest in Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting Notwithstanding the generality of the foregoing covenantforegoing, in the event at any time the Trustee shall determine that additional mortgage recording, transfer not have any duty or similar obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to perfect or continue any Lien on any Realin the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. This paragraph (a) is subject to the provisions of the U.S. Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (i1) at the time of execution and delivery of this Indenture, Opinion(s) a reliance letter with respect to Opinions of Counsel substantially in delivered on the form of those delivered pursuant Issue Date to the provisions of the Senior Credit Facility, relating Initial Purchasers (other than from counsel to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, Initial Purchasers) with such modifications as shall be necessary or reasonably requested by the Trusteerespect to UCC Collateral; (ii2) as promptly as practicable after the Issue Date (1) in any event within 60 five days after the date Issue Date in the case of this IndentureUCC-3 amendments or the equivalent under revised Article 9 of the UCC in each applicable jurisdiction; and (2) in any event within 45 days after the Issue Date in the case of Real Property, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, assignment have been properly recorded, registered and or filed to the extent necessary to perfect or otherwise make effective create the Security Interests security interests created by each such Security Document, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and that no re-recordings, re-registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests; and (iii3) within 30 days after May 1 [ ] in each year beginning with May 1, 2000[ ], an Opinion of Counsel, Counsel dated as of such date, date either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interestssecurity interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, the Guarantors shall take or cause to be taken all action required or necessary desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Holders of the Notes Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each new Guarantor that is not in existence on becomes a Guarantor after the date Issue Date pursuant to Sections 4.15 and 4.20 hereof to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement counterpart to the Security Agreement substantially in and such other documents as required by the form of Exhibit 3 thereto Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee Collateral Agent in order to grantgrant and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing and subject to Section 10.3 hereof, perfectto the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, preserve and protect the Security Interest in Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such property and assetsCollateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting Notwithstanding the generality of the foregoing covenantforegoing, in the event at any time the Trustee shall determine that additional mortgage recordingnot have any duty or obligation to ascertain whether any such fees, transfer or similar charges and taxes are required to be paid at any time. This paragraph (a) is subject to perfect or continue any Lien on any Realthe provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (i1) at the time of execution and delivery of this Indenture, Opinion(s) Opinions of Counsel substantially in delivered on the form of those delivered pursuant Issue Date with respect to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) Collateral substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, assignment have been properly recorded, registered and or filed to the extent necessary to perfect or otherwise make effective create the Security Interests security interests created by each such Security Document; and, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof (other than as stated in such opinion); (iii2) within 30 days after May 1 in 20 of each year beginning with May 120, 20002005, an Opinion of Counsel, Counsel dated as of such date, date either (ai) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights or (ii) if perfection of the holders and the Trustee hereunder and under each of such security interests is required by the Security Documents with respect to the Security InterestsDocuments, or (b) to the effect that, in the opinion of such Counselcounsel, no such additional action is necessary to maintain perfection of such Security Interestssecurity interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, the Guarantors shall take or cause to be taken all action required or necessary desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Holders of the Notes Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each new Guarantor that is not in existence on becomes a Guarantor after the date Issue Date pursuant to Section 4.23 hereof to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement counterpart to the Security Agreement substantially in and such other documents as required by the form of Exhibit 3 thereto Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grantgrant and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing, perfectto the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, preserve and protect the Security Interest in Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such property and assetsCollateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting Notwithstanding the generality of the foregoing covenantforegoing, in the event at any time the Trustee shall determine that additional mortgage recordingnot have any duty or obligation to ascertain whether any such fees, transfer or similar charges and taxes are required to be paid at any time. This paragraph (a) is subject to perfect or continue any Lien on any Realthe provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (i1) at the time of execution and delivery of this Indenture, Opinion(s) opinions of Counsel substantially in counsel delivered on the form of those delivered pursuant Issue Date with respect to the provisions of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the Trustee; (ii) within 60 days after the date of this Indenture, Opinion(s) of Counsel either (a) Collateral substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, assignment have been properly recorded, registered and or filed to the extent necessary to perfect or otherwise make effective create the Security Interests security interests created by each such Security Document; and, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof (other than as stated in such opinion); (iii2) within 30 days after May 1 in 20 of each year beginning with May 120, 20002005, an Opinion of Counsel, Counsel dated as of such date, date either (ai) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights or (ii) if perfection of the holders and the Trustee hereunder and under each of such security interests is required by the Security Documents with respect to the Security InterestsDocuments, or (b) to the effect that, in the opinion of such Counselcounsel, no such additional action is necessary to maintain perfection of such Security Interestssecurity interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, shall take or cause to be taken all action required or necessary desirable to maintain, perfect, preserve and protect the Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany Mortgage, the Security Agreements (or a short form version thereof) and other Security Documents, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 10.04 to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and will execute and file such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect the rights of the Holders of the Notes and the Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenant, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Trustee at such time as such Guarantor owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement to the Security Agreement substantially in the form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Trustee in order to grant, perfect, preserve and protect the Security Interest in such property and assets. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes Taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Trustee shall determine that additional mortgage recording, transfer or similar taxes Taxes are required to be paid to perfect or continue any Lien on any RealReal Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company shall pay such Taxes promptly upon demand by the Trustee. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such Taxes are required to be paid at any time, and the determination referred to in the preceding sentence shall only be made by the Trustee upon receipt of written notice that such Taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of those the opinions of counsel delivered pursuant on the Issue Date to the provisions initial purchasers of the Senior Credit Facility, relating to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, with such modifications as shall be necessary or reasonably requested by the TrusteeNotes; (ii) at the time of execution and delivery of this Indenture, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such policy) insuring (or committing to insure) the Lien of such Mortgage as a valid mortgage Lien, subject only to Liens specified in such Mortgage as "PRIOR LIENS"; (iii) within 60 30 days after the date of this IndentureIssue Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, assignment have been properly recorded, registered and or filed to the extent necessary to perfect or otherwise make effective create the Security Interests created by each such Security Document, to the extent that perfection of such Security Interests is required by the Security Documents, and reciting the details of such action, and stating that as to the Security Interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and that no re-recordings, re-registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such Security Interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; and (iiiiv) within 30 days after May 1 October 16 in each year beginning with May 1October 16, 20002002, an Opinion of Counsel, dated as of such date, either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the Security Interests of each of the Security Documents Documents, to the extent that perfection of such Security Interests is required by the Security Documents, and reciting with respect to such Security Interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such Security Interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interests.

Recording, Etc. (a) The Company will, and will cause each other Pledgor to, the Guarantors shall take or cause to be taken all action required or necessary desirable to maintain, preserve be taken by the Company or such Guarantor to maintain and protect perfect the Security Interests in Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, Mortgagesany mortgage or deed of trust, the Security Documents (or a short form version thereof), other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property, property to be executed and all mortgages securing purchase money obligations delivered to the Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.05 Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, recorded and will execute and file cause to be filed such financing statements and cause to be issued and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve and protect maintain the rights perfection of the Holders of the Notes Holders’ and the Trustee Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing covenantforegoing, the Company will cause each Guarantor that is not in existence on the date hereof to execute and deliver to the Collateral Agent and the Trustee at such time as such Guarantor becomes a Guarantor and owns, possesses or acquires any property or assets of the type or nature that would constitute Collateral (i) a joinder agreement counterpart to the U.S. Security Agreement substantially in and such other documents as required by the form of Exhibit 3 thereto U.S. Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant, perfect, preserve grant and protect perfect the Security Interest in Lien on the Collateral of such property and assets. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company will shall from time to time promptly pay and discharge all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Documents, any amendments thereto and any other instruments of further assurance. Without limiting Notwithstanding the generality of the foregoing covenantforegoing, in the event at any time the Trustee shall determine that additional mortgage recording, transfer not have any duty or similar obligation to ascertain whether any such taxes are required to be paid at any time, and the determination referred to perfect or continue any Lien on any Realin the preceding sentence shall only be made by the Trustee upon receipt of written notice that such taxes are due and owing. This paragraph (a) is subject to the provisions of the U.S. Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (i1) at the time of execution and delivery of this Indenture, Opinion(s) a reliance letter with respect to Opinions of Counsel substantially in delivered on the form of those delivered pursuant Issue Date to the provisions of the Senior Credit Facility, relating Initial Purchasers (other than from counsel to the creation, enforceability and perfection of the Security Interests and Liens created by the Security Documents delivered in accordance therewith, Initial Purchasers) with such modifications as shall be necessary or reasonably requested by the Trusteerespect to UCC Collateral; (ii2) as promptly as practicable after the Issue Date (1) in any event within 60 five days after the date Issue Date in the case of this IndentureUCC-3 amendments or the equivalent under revised Article 9 of the UCC in each applicable jurisdiction; and (2) in any event within 45 days after the Issue Date in the case of Real Property, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, this Indenture, each Security Document and all other instruments of further assurance or assignment, if any, assignment have been properly recorded, registered and or filed to the extent necessary to perfect or otherwise make effective create the Security Interests security interests created by each such Security Document, to the extent that perfection of such security interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests created pursuant to each such Security Document, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and that no re-recordings, re-registrations or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no such action is necessary to perfect such security interests; and (iii3) within 30 days after May 1 June 30 in each year beginning with May 1June 30, 20002004, an Opinion of Counsel, Counsel dated as of such date, date either (a) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registeringsregistrations, filings, re-recordings, re-registerings registrations and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Security Interests validity, enforceability and perfection of the security interests of each of the Security Documents Documents, to the extent that perfection of such security interests is required by the Security Documents, and reciting with respect to such Security Interests security interests the details of such action (or to the extent that further action is required to be taken within the next twelve months, details of such further action) or referencing prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the rights of the holders and the Trustee hereunder and under each of the Security Documents with respect to the Security Interests, or (b) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such Counselcounsel, no such action is necessary to maintain such Security Interestssecurity interests.