Common use of Recording, Etc Clause in Contracts

Recording, Etc. (a) The Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject to the provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, opinions of counsel delivered on the Issue Date with respect to Collateral substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (other than as stated in such opinion); (2) within 30 days after May 20 of each year beginning with May 20, 2005, an Opinion of Counsel dated as of such date either (i) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (ii) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company will, and the Guarantors shall will cause each other Pledgor to, take or cause to be taken all action required or desirable necessary to be taken by maintain, preserve and protect the Company or such Guarantor to maintain and perfect the Lien on Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any mortgage or deed of trust, the Security Documents (or a short form version thereof)Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property to be executed property, and all mortgages securing purchase money obligations delivered to the Collateral Agent 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 recorded, registered and filed, and will execute and cause to be filed 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 maintain preserve and protect the perfection rights of the Holders’ Holders of the Notes and the Trustee’s rights Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoingforegoing covenant, the Company will cause each new Guarantor that becomes a Guarantor after is not in existence on the Issue Date pursuant to Section 4.23 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 counterpart joinder agreement to the Security Agreement and such other documents as required by substantially in the Security Agreement form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant grant, perfect, preserve and perfect protect the Lien on the Collateral of Security Interest in such Guarantor. 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 Collateralproperty and assets. The Company shall 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 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 fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject , and the determination referred to in the provisions preceding sentence shall only be made by the Trustee upon receipt of the Security Agreementwritten notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (1i) at the time of execution and delivery of this Indenture, opinions Opinion(s) of counsel Counsel substantially in the form of those delivered on pursuant to the Issue Date 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 respect to Collateral 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 assignment, if any, have been properly recorded, or registered and filed to the extent necessary to perfect or create otherwise make effective 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 (other than as stated in such opinion);; and (2iii) within 30 days after May 20 of 1 in each year beginning with May 201, 20052002, an Opinion of Counsel Counsel, dated as of such date date, either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrationsregisterings, filings, re-recordings, re-registrations registerings 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 Security Interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, 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 (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counselCounsel, no additional such action is necessary to maintain perfection of such security interestsSecurity Interests.

Recording, Etc. (a) The Company and the Guarantors each other Pledgor shall take or cause to be taken all action required or desirable to be taken by maintain, perfect, preserve and protect the Company or such Guarantor to maintain and perfect the Lien on Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any mortgage or deed of trustMortgage, the Security Documents 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 to be executed property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 10.04 to be promptly recorded, registered and filed, and at all times to be kept recorded recorded, registered and filed, and will execute and cause to be filed 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 maintain preserve and protect the perfection rights of the Holders’ Holders and the Trustee’s rights Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. 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 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 are required to be paid to perfect or continue any Lien on any Real 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 fees, charges and taxes Taxes are required to be paid at any time. This paragraph (a) is subject , and the determination referred to in the provisions preceding sentence shall only be made by the Trustee upon receipt of the Security Agreementwritten notice that such Taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (1i) at the time of execution and delivery of this Indenture, Opinion(s) of Counsel substantially in the form of the opinions of counsel delivered on the Issue Date to the initial purchasers of the Notes; (ii) at the time of execution and delivery of this Indenture, with respect to Collateral 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 30 days after the Issue 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 have been properly recorded, or filed to the extent necessary to perfect or create the security interests Security Interests created by each such Security Document, to the extent that perfection of such security interests Security Interests is required by the Security Documents, and reciting the details of such action, and stating that as to the security interests 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 (2iv) within 30 days after May 20 of October 16 in each year beginning with May 20October 16, 20052002, an Opinion of Counsel Counsel, dated as of such date date, either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests Security Interests of each of the Security Documents, to the extent that perfection of such security interests 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, or (iib) if perfection of such security interests Security Interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interestsSecurity Interests.

Recording, Etc. (a) The Company and the Guarantors shall will take or cause to be taken all action required or desirable to be taken by maintain, preserve and protect the Company or such Guarantor to maintain and perfect the Lien on Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any mortgage or deed of trust, the Security Documents (or a short form version thereof)Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property to be executed property, and all mortgages securing purchase money obligations delivered to the Collateral Agent or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded recorded, registered and filed, and will execute and cause to be filed 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 maintain preserve and protect the perfection rights of the Holders’ Collateral Agent and the Trustee’s rights under this Indenture and the Security Documents Secured Parties to all property comprising the Collateral. Without limiting the generality of the foregoing, the The Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. 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 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 the generality of the foregoing covenant, in the event at any time the Collateral Agent shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Real 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 Collateral Agent. Notwithstanding the foregoing, the Trustee Collateral Agent shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject , and the determination referred to in the provisions preceding sentence shall only be made by the Collateral Agent upon receipt of the Security Agreementwritten notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the TrusteeTrustee and the Collateral Agent: (1i) at to the time of execution and delivery of this Indenture, opinions of counsel delivered on extent a Satisfaction Date occurs after the Issue Date with respect to Collateral Date, on such Satisfaction Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counselCounsel, this Indenture and the grant of a Security Interest in the Collateral intended to be made by each Security Document and all other instruments of further assurance or assignment have been properly recorded, or registered and filed to the extent necessary to perfect or 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, Document and reciting the details of such action, and stating that as to the security interests Security Interests created pursuant to each such Security Document, such recordings, registrations registerings and filings are the only recordings, registrations registerings and filings necessary to give notice thereof and that no re-recordings, re-registerings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Security Interests; (2ii) to the extent a Satisfaction Date occurs after the Issue Date, on such Satisfaction Date, with respect to each Mortgage, a policy of title insurance (or a commitment to issue such a policy) which may be issued pursuant to an endorsement to any existing policy or commitment insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein, subordinate only to those Liens specified in the Mortgage as "Prior Liens," in an amount not less than the Fair Market Value of such real property and fixtures, which policy (or commitment) shall (a) be issued by the Title Company, (b) have been supplemented by the following endorsements, to the extent available at commercially reasonable rates: contiguity, first loss, last dollar, usury, doing business and so-called comprehensive coverage over covenants and restrictions and (c) contain only such exceptions to title as shall be Prior Liens; and (iii) within 30 days after May 20 of [September 30] in each year beginning with May 20[September 30], 20051999, an Opinion of Counsel Counsel, dated as of such date date, either (ia) to the effect that, with respect to all Security Interests the perfection of which is governed by the Uniform Commercial Code and with respect to all Real Property subject to a Mortgage, in the opinion of such counsel, such action has been taken with respect to the recordings, registrationsregisterings, filings, re-recordings, re-registrations registerings 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 Security Interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, 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 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 Collateral Agent and the Secured Parties under each of the Security Documents with respect to the Security Interests, or (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counselCounsel, no additional such action is necessary to maintain perfection of such security interestsSecurity Interests.

Recording, Etc. (a) The Company will, and the Guarantors shall will cause CPC and Caribbean to, take or cause to be taken all action required or desirable to be taken by maintain, preserve and protect the Company or such Guarantor to maintain and perfect the Lien on Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any mortgage or deed of trust, the Security Documents (or a short form version thereof)Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property to be executed property, and all mortgages securing purchase money obligations delivered to the Collateral Agent Trustee or to the trustee, mortgagee or other holder of a Permitted Lien under Section 11.4 to be promptly recorded, registered and filed, and at all times to be kept recorded recorded, registered and filed, and will execute and cause to be filed 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 maintain preserve and protect the perfection rights of the Holders’ Holders and the Trustee’s rights Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the 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 shall 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 Property in an amount at least equal to the Fair Market Value from time to time of such Real Property, the Company or the relevant Guarantor 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 fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject , and the determination referred to the provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, opinions of counsel delivered on the Issue Date with respect to Collateral substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or create the security interests created by each such Security Document, to the extent that perfection of such security interests is required preceding sentence shall only be made by the Security Documents, Trustee upon receipt of written notice that such taxes are due 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); (2) within 30 days after May 20 of each year beginning with May 20, 2005, an Opinion of Counsel dated as of such date either (i) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (ii) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional action is necessary to maintain perfection of such security interestsowing.

Recording, Etc. (a) The Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after is not in existence on the Issue Date pursuant to Section 4.23 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 counterpart to the U.S. Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantorproperty 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and 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. 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: (1) at the time of execution and delivery of this Indenture, opinions a reliance letter with respect to Opinions of counsel Counsel delivered on the Issue Date to the Initial Purchasers (other than from counsel to the Initial Purchasers) with respect to Collateral UCC Collateral; (2) as promptly as practicable after the Issue Date (1) in any event within five days after the Issue Date in the case of UCC-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, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (23) within 30 days after May 20 of June 30 in each year beginning with May 20June 30, 20052004, an Opinion of Counsel dated as of such date either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company will, and the Guarantors shall will cause each other Pledgor to, take or cause to be taken all action required or desirable necessary to be taken by maintain, preserve and protect the Company or such Guarantor to maintain and perfect the Lien on Security Interests in the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any mortgage or deed of trust, the Security Documents (or a short form version thereof)Mortgages, other instruments of further assurance, including, without limitation, continuation statements covering security interests in personal property to be executed property, and all mortgages securing purchase money obligations delivered to the Collateral Agent 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 recorded, registered and filed, and will execute and cause to be filed 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 maintain preserve and protect the perfection rights of the Holders’ Holders of the Notes and the Trustee’s rights Trustee under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoingforegoing covenant, the Company will cause each new Guarantor that becomes a Guarantor after is not in existence on the Issue Date pursuant to Section 4.23 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 counterpart joinder agreement to the Security Agreement and such other documents as required by substantially in the Security Agreement form of Exhibit 3 thereto and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order to grant grant, perfect, preserve and perfect protect the Lien on the Collateral of Security Interest in such Guarantor. 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 Collateralproperty and assets. The Company shall 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. Notwithstanding Without limiting the foregoinggenerality of the foregoing covenant, in the event at any time the Trustee shall not have any duty determine that additional mortgage recording, transfer or obligation to ascertain whether any such fees, charges and similar taxes are required to be paid at to perfect or continue any time. This paragraph (a) is subject to the provisions of the Security Agreement.Lien on any Real (b) The Company shall furnish or cause to be furnished to the Trustee: (1i) at the time of execution and delivery of this Indenture, opinions Opinion(s) of counsel Counsel substantially in the form of those delivered on pursuant to the Issue Date 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 respect to Collateral 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 assignment, if any, have been properly recorded, or registered and filed to the extent necessary to perfect or create otherwise make effective 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 (other than as stated in such opinion);; and (2iii) within 30 days after May 20 of 1 in each year beginning with May 201, 20052000, an Opinion of Counsel Counsel, dated as of such date date, either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrationsregisterings, filings, re-recordings, re-registrations registerings 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 Security Interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, 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 (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counselCounsel, no additional such action is necessary to maintain perfection of such security interestsSecurity Interests.

Recording, Etc. (a) The Company Guarantors and the Guarantors shall take Issuer will cause the applicable Related Documents including the Deed of Trust, the Mortgage Documents, and any financing statement, all amendments or cause supplements to each of the foregoing and any other similar security documents as necessary, to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain registered, recorded and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly filed and/or re-recorded, registered re-filed and filed, and at all times to be kept recorded and will execute and cause to be filed 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Trustee in order fully to grant preserve and perfect protect the Lien on of the Collateral Trustee securing (for the ratable benefit of such Guarantor. Notwithstanding the foregoing, to Bondholders) the extent the Bank Lenders do not require the Company Bonds or the Guarantors Subsidiary Guaranties and to maintain or perfect a Lien in certain Collateraleffectuate and preserve the security of the Bondholders and all rights of the Trustee. The Issuer, the Holders shall not require the Company or the Guarantors to maintain or perfect a Lien on such Collateral. The Company 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject to the provisions of the Security Agreement. (b) The Company obligor shall furnish or cause to be furnished to the Trustee: (1a) at promptly after the time of execution and delivery of this Indenture, opinions and promptly after the execution and delivery of counsel delivered on the Issue Date with respect to Collateral substantially to the effect any other instrument of further assurance or amendment, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, each Security Document this Indenture, the Deed of Trust, the Mortgage Documents, and applicable Related Documents and all other instruments of further assurance or assignment amendment have been properly recorded, or registered and filed to the extent necessary to perfect or create make effective the security interests Lien intended to be created by each such Security Document, to the extent that perfection of such security interests is required by the Security Documents, Related Documents and reciting the details of such actionaction or referring to prior Opinions of Counsel in which such details are given, and stating that as to the security interests created pursuant to each such Security DocumentRelated Documents and such other instruments such recording, such recordings, registrations registering and filings filing are the only recordings, registrations 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 than Lien created under any of the Related Documents effective as stated in intended by such opinion);Related Documents; and (2b) within 30 days after May 20 of January 1 in each year beginning with May 20, 2005the year 1994, an Opinion of Counsel Counsel, dated as of such date date, either (i) to the effect Stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistering, filingsfiling, re-recordingsrecording, re-registrations 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 validity, enforceability Lien of this Indenture and perfection of the security interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, Related Documents and reciting with respect to such security interests the details of such action (or referring 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 the Related Documents or (ii) if perfection of such security interests is required by the Security Documents, to the effect stating that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interestsLien.

Recording, Etc. (a) The Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after is not in existence on the 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 counterpart to the U.S. Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantorproperty 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and 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. 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: (1) at the time of execution and delivery of this Indenture, opinions a reliance letter with respect to Opinions of counsel Counsel delivered on the Issue Date to the Initial Purchasers (other than from counsel to the Initial Purchasers) with respect to Collateral UCC Collateral; (2) as promptly as practicable after the Issue Date (1) in any event within five days after the Issue Date in the case of UCC-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, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (23) within 30 days after May 20 of [ ] in each year beginning with May 20, 2005[ ], an Opinion of Counsel dated as of such date either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company and the Guarantors its Domestic Subsidiaries shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor Domestic Subsidiary to maintain and perfect the Note Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and promptly recorded, registered, filed and delivered to the Collateral Agent to be promptly recorded, registered and filedTrustee, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoing, to the extent the Bank Lenders do not require the Company or the Guarantors Domestic Subsidiaries to maintain or perfect a Lien in certain Collateral, the Holders shall not require the Company or the Guarantors Domestic Subsidiaries to maintain or perfect a Note Lien on such Collateral. The Company 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject to the provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, opinions a reliance letter with respect to Opinions of counsel Counsel delivered on the Issue Date to the Initial Purchasers with respect to Collateral UCC Collateral; (2) in the case of Real Estate, as promptly as practicable after the Issue Date and in any event within 120 days after the Issue Date, Opinion(s) of Counsel either (a) substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (23) within 30 120 days after May 20 the end of each year beginning with May 20, 2005any fiscal year, an Opinion of Counsel dated as of such date either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the Issue Date pursuant to Section 4.23 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantor. Notwithstanding the foregoingforegoing and subject to Section 10.3 hereof, 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject to the provisions of the Security Agreement. (b) The Company shall furnish or cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, opinions Opinions of counsel Counsel delivered on the Issue Date with respect to Collateral substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (other than as stated in such opinion); (2) within 30 days after May 20 of each year beginning with May 20, 2005, an Opinion of Counsel dated as of such date either (i) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (ii) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company and the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the Security Documents, to the extent required thereby, including, but not limited to, causing all financing statements, any 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 to be executed and delivered to the Collateral Agent to be promptly recorded, registered and filed, and at all times to be kept recorded and will execute and 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after is not in existence on the 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 counterpart to the Security Agreement and such other documents as required by the 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 and perfect the Lien on the Collateral of such Guarantorproperty 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject , and the determination referred to in the provisions preceding sentence shall only be made by the Trustee upon receipt of the Security Agreementwritten notice that such taxes are due and owing. (b) The Company shall furnish or cause to be furnished to the Trustee: (1) at the time of execution and delivery of this Indenture, opinions of counsel delivered on the Issue Date with respect to Collateral substantially to the effect that, in the opinion of such counsel, each Security Document and all other instruments of further assurance or assignment have been properly recorded, or filed to the extent necessary to perfect or 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 (other than as stated in such opinion); (2) Trustee within 30 days after May 20 of October 1 in each year beginning with May 20, 20052009, an Opinion of Counsel dated as of such date either (ia) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and refilings of all instruments of further assurance as is necessary to maintain the validity, enforceability and perfection of the security interests of each of the Security 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, or (iib) if perfection of such security interests is required by the Security Documents, to the effect that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interests.

Recording, Etc. (a) The Company and Owners will cause the Guarantors shall take or cause to be taken all action required or desirable to be taken by the Company or such Guarantor to maintain and perfect the Lien on the Collateral granted by the applicable Security Documents, to including the extent required thereby, including, but not limited to, causing all Mortgages and any financing statements, all amendments or supplements to each of the foregoing and any mortgage or deed of trustother similar security documents as necessary, 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 to be executed registered, recorded and delivered to the Collateral Agent to be promptly filed or re-recorded, registered re-filed and filed, and at all times to be kept recorded and will execute and cause to be filed 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 maintain the perfection of the Holders’ and the Trustee’s rights under this Indenture and the Security Documents to all property comprising the Collateral. Without limiting the generality of the foregoing, the Company will cause each new Guarantor that becomes a Guarantor after the 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 counterpart to the Security Agreement and such other documents as required by the Security Agreement and (ii) any other Security Documents as shall be necessary or reasonably requested by the Collateral Agent or the Indenture Trustee and shall take all further action that may be necessary and desirable in order fully to grant preserve, protect and perfect the Lien on the Collateral of such Guarantor. 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 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. Notwithstanding the foregoing, the Trustee shall not have any duty or obligation to ascertain whether any such fees, charges and taxes are required to be paid at any time. This paragraph (a) is subject to the provisions of the Security AgreementIndenture 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) The Company Golden State Petroleum, as agent for the Owners, shall furnish or cause to be furnished to the Indenture Trustee: (1i) at promptly after the time of execution and delivery of this Indenture, opinions and promptly after the execution and delivery of counsel delivered on the Issue Date with respect to Collateral substantially to the effect any other instrument of further assurance or amendment, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, each and as of the date of such opinion, this Indenture and the applicable Security Document Documents and all other instruments of further assurance or assignment amendment have been properly recorded, or filed registered and filed, as appropriate, to the extent necessary to perfect or create make effective the security interests Lien intended to be created by each such Security Document, to the extent that perfection of such security interests is required by the Security Documents, Documents and reciting the details of such actionaction or referring to prior Opinions of Counsel in which such details are given, and stating that as to the security interests created pursuant to each such Security DocumentDocuments and such other instruments such recording, such recordings, registrations registering and filings filing are the only recordings, registrations 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 Noteholders, the Indenture Trustee hereunder and under the Security Documents or (ii) stating that, in the opinion of such counsel, no such action is necessary to make any other than Lien created under any of the Security Documents effective as stated in intended by such opinion);Security Documents. (2ii) within 30 days after May 20 of January 1 in each year beginning with May 20, 2005the year 1998, an Opinion of Counsel Counsel, dated as of such date date, either (i) to the effect stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistering, filingsfiling, re-recordingsrecording, re-registrations 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 validity, enforceability Lien of this Indenture and perfection of the security interests of each of the Security Documents, to the extent that perfection of such security interests is required by the Security Documents, Documents and reciting with respect to such security interests the details of such action (or referring 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 Noteholders, the Indenture Trustee hereunder and under the Security Documents or (ii) if perfection of such security interests is required by the Security Documents, to the effect stating that, in the opinion of such counsel, no additional such action is necessary to maintain perfection of such security interestsLien.