Common use of Recording; Priority; Opinions, Etc Clause in Contracts

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents and to preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the Notes, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall shall, at its sole cost and expense expense, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which that are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent Trustee for the benefit of the Trustee and the Holders a valid and perfected Lien Liens on the Collateral with having the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents priorities specified therein and to preserve fully and protect fully the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the NotesRestatement Date, and with respect to (ii) below, upon following qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel Counsel, subject to customary qualifications, either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed so as to make effective the extent necessary to perfect the Lien Liens on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect make such Lien; Liens effective; (ii) on January April 1 in of each year beginning with January April 1, 19982000, 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 recordingsrecording, registerings, filingsfiling, re-recordings, re-registerings recording and refilings refiling of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of each of Liens on the Collateral created by the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens. (c) Notwithstanding any other provision of this Indenture, any Security Document or any other agreement or instrument, other than the Required Filings, neither the Company, its Subsidiaries nor any other Person shall have any obligation to record, file, re-record or re-file (or cause any Person to take any such action) this Indenture, any Security Document or any other agreement, instrument, document or other writing of any kind in order to "make effective" or "maintain" (in each case for purposes of Section 314(b) of the TIA) any Lien in connection with this Indenture, and "the lien intended to be created" by this Indenture (for purposes of Section 314(b) of the TIA) is hereby deemed to be so limited. The term "Required Filings" means recordings, filings, re-recordings and re- filings of financing statements or other instruments in any jurisdiction designated in writing to the Trustee by Holders of at least a majority in aggregate principal amount of the outstanding Notes, and initially means filings of the financing statements described on Schedule 10.2 attached hereto.

Recording; Priority; Opinions, Etc. (a) The Company Each Obligor shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunderof, or any other statute, rule or regulation of any applicable United States or Canadian federal, state state, provincial or local jurisdiction, including any filings or registrations in local real estate land record offices, offices or registry offices which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to create, grant, perfect maintain, register, record, file, perfect, protect, renew and maintain preserve in favor of the Collateral Agent for the benefit of the Trustee Secured Parties or for its account and the Holders account of the Quebec Secured Parties a valid and perfected first priority Lien on the Collateral with the priority set forth in Section 10.1(a)Collateral, subject only to Liens permitted under the Collateral Documents to be senior to the Liens permitted by of the Security Documents Collateral Agent, and to fully preserve fully and protect the rights of the Trustee and Collateral Agent under the Holders under this IndentureCollateral Documents. The Company Each Obligor shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsCollateral Documents to which such Obligor is a party, any amendments thereto and any other instruments of further assurance. Without limiting the 16 16 generality of the foregoing covenantforegoing, in the event if at any time the Collateral Trustee, the Term Loan Agent or the Trustee Collateral Agent shall determine that additional mortgage recording, filing, transfer or similar taxes are required to be paid to perfect or continue any Lien on any Collateral, the Company applicable Obligor shall pay such taxes promptly upon demand by the Collateral Agent or the TrusteeAgent. (b) The Company Obligors shall, with respect to clause (i) below, promptly after on or prior to the initial issuance of the Notesdate hereof, and and, with respect to clause (ii) below, upon qualification of this Indenture under the TIAat such times as contemplated therein, furnish to the Trustee: , the Term Loan Agent and the Collateral Agent: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture Agreement and the grant grants of a liens or security interest interests in the Collateral intended to be made by the Security Collateral Documents and all other instruments of further assurance, including, without limitation, financing statements, have statements and each of the Collateral Documents has been properly recorded registered, recorded, renewed and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Collateral Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Collateral Documents, such recordings recordings, registrations, renewals and filings are the only recordings recordings, registrations and filings necessary to give notice thereof and that no re-recordings recordings, re-registrations, renewals 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 Lien; and (ii) on January 1 each anniversary of the Closing Date (as defined in each year the Indenture, as in effect on the date hereof), beginning with January 1, such anniversary in the year 1998, an Opinion of Counsel, 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, renewals, re-recordings, re-registerings and refilings of all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of each of the Security Collateral Documents and reciting with respect to such Liens 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 as of such date and during the succeeding twelve months fully to preserve and protect the rights of the Holders Collateral Agent, the Holders, the Trustee, the Term Loan Lenders and the Trustee Term Loan Agent hereunder and under each of the Security Collateral Documents with respect to the such Liens, 17 17 or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Collateral Documents, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a10.01(a), subject only to the Liens permitted by the Security Collateral Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the NotesSecurities, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Collateral Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Collateral Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Collateral Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) on January 1 in each year beginning with January 1, 1998, 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 Lien of each of the Security Collateral Documents and reciting with respect to such Liens 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 Collateral Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall Each Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, perform at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and statement, continuation statement statement, charge, registration or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, applicable Canadian federal or provincial statutes (including the Civil Code of Quebec) and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state state, provincial or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsDocuments to which it is a party, from time to time, in order to grant, perfect grant and maintain valid and perfected Liens on the Collateral relating to it in favor of the Collateral Agent for in the benefit of priorities expressed to be created by the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a)Security Documents, subject only to the Liens permitted by under the Security Documents to be senior or pari passu to the Liens of the Collateral Agent, and to fully preserve fully and protect protect, and set-up against third persons, the rights of the Trustee Trustee, the Collateral Agent and the Holders Holder under this Indenture126 Indenture and the other Indenture Documents. The Company shall from time to time promptly Each relevant Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees or registration fees, charges and taxes relating to this Indenture Indenture, the Security Documents and the Security other Indenture 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance on each anniversary of the Notes, Closing Date beginning in the year 2002 and with respect upon each delivery of a Security Agreement Supplement pursuant to (ii) below, upon qualification of this Indenture under the TIASection 1017, furnish to the Trustee: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, Trustee 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 and other filings or registrations have been executed and filed that are necessary as of such date, and during the succeeding twelve months, fully to preserve and protect protect, and set-up against third persons, the rights of the Collateral Agent, the Holders and the Trustee hereunder and under each of the Security Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness of such Liens.

Recording; Priority; Opinions, Etc. (a) The Company Each Obligor shall at its their sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant, perfect grant and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders Secured Parties a valid and perfected first priority Lien on the Collateral with the priority set forth in Section 10.1(a)Collateral, subject only to Liens permitted under the Collateral Documents to be senior to the Liens permitted by of the Security Documents Collateral Agent, and to fully preserve fully and protect the rights of the Trustee and Collateral Agent under the Holders under this IndentureCollateral Documents. The Company Each Obligor shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsCollateral Documents to which such Obligor is a party, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenantforegoing, in the event if at any time the Collateral Trustee, the Term Loan Agent or the Trustee 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 Collateral, the Company applicable Obligor shall pay such taxes promptly upon demand by the Collateral Agent or the TrusteeAgent. (b) The Company Obligors shall, with respect to clause (i) below, promptly after on or prior to the initial issuance of the Notesdate hereof, and and, with respect to clause (ii) below, upon qualification of this Indenture under the TIAat such times as contemplated therein, furnish to the Trustee: , the Term Loan Agent and the Collateral Agent: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture Agreement and the grant 15 15 grants of a security interest interests in the Collateral intended to be made by the Security Collateral Documents and all other instruments of further assurance, including, without limitation, financing statementsstatements and each of the Mortgages, the Security Agreement and the Stock Pledge Agreement have been properly registered, recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Collateral Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Collateral Documents, such recordings recordings, registrations and filings are the only recordings recordings, registrations and filings necessary to give notice thereof and that no re-recordings recordings, re-registrations 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 Lien; and (ii) on January 1 each anniversary of the Closing Date (as defined in each year the Indenture, as in effect on the date hereof), beginning with January 1, such anniversary in the year 1998, an Opinion of Counsel, 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 Lien of each of the Security Collateral Documents and reciting with respect to such Liens 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 as of such date and during the succeeding twelve months fully to preserve and protect the rights of the Holders Collateral Agent, the Holders, the Trustee, the Term Loan Lenders and the Trustee Term Loan Agent hereunder and under each of the Security Collateral Documents with respect to the such Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsPledge Agreement, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent Trustee for the benefit of the Trustee and the Holders a valid and perfected first priority Lien on the Collateral with the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsPledge Agreement, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the NotesSecurities, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents Pledge Agreement and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents Pledge Agreement and reciting the details of such action, and stating that as to the Liens created pursuant to the Security DocumentsPledge Agreement, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) on January 1 in each year beginning with January 1, 19981999, 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 Lien of each of the Security Documents Pledge Agreement and reciting with respect to such Liens 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 Pledge Agreement with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall, or shall cause its Subsidiaries to, as applicable, at its the Company’s sole cost and expense expense, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC applicable Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsCollateral Documents (including, without limitation, obtaining with respect to each Real Property subject to a Mortgage (x) a policy of title insurance insuring that the Lien of this Indenture and the Mortgage constitutes a direct and valid and perfected Mortgage Lien of the priority contemplated in Section 10.01(a) on the Real Property, supplemented by such endorsements as shall be requested by the Collateral Agent and containing no exceptions to title other than exceptions for the Liens permitted by the Mortgage or that are satisfactory to the Collateral Agent, (y) a Survey and (z) certificates of insurance required by the Mortgage), from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a10.01(a), subject only to the Liens permitted by the Security Collateral Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company or its Subsidiaries, as applicable, shall, with respect to (i) below, promptly after the initial issuance of the NotesSecurities, with respect to (ii) below, upon the execution of the Mortgages required hereby, and with respect to (iiiii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents Agreement and all other related filings, documents and instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents Agreement and reciting the details of such action, and stating that as to the Liens created pursuant to the Security DocumentsAgreement, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Mortgages and all other related filings, documents and instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on January the Collateral created by the Mortgages and reciting the details of such action, and stating that as to the Liens created pursuant to the Mortgages, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (iii) on August 1 in each year beginning with January August 1, 19982003, 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 Lien of each of the Security Collateral Documents and reciting with respect to such Liens 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 Collateral Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company Issuer shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent Trustee for the benefit of the Trustee and the Holders a valid and perfected first priority Lien on the Collateral with the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this IndentureIndenture and the Security Documents. The Company Issuer shall from time to time promptly pay and satisfy 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 or the Trustee shall determine that additional mortgage recording, transfer or similar taxes are required to be paid to perfect or continue any Lien 97 -90- on any Collateral, the Company Issuer shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company Issuer shall, with respect to (i) below, promptly after the initial issuance of the Notes, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) on January May 1 in each year beginning with January May 1, 19981999, 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall Each Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, perform at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and statement, continuation statement statement, charge, registration or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, applicable Canadian federal or provincial statutes (including the Civil Code of Quebec) and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state state, provincial or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsDocuments to which it is a party, from time to time, in order to grant, perfect grant and maintain valid and perfected Liens on the Collateral relating to it in favor of the Collateral Agent for in the benefit of priorities expressed to be created by the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a)Security Documents, subject only to the Liens permitted by under the Security Documents to be senior or pari passu to the Liens of the Collateral Agent, and to fully preserve fully and protect protect, and set-up against third persons, the rights of the Trustee Trustee, the Collateral Agent and the Holders Holder under this IndentureIndenture and the other Indenture Documents. The Company shall from time to time promptly Each relevant Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees or registration fees, charges and taxes relating to this Indenture Indenture, the Security Documents and the Security other Indenture 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly as soon as practicable after the initial issuance Closing Date and on each anniversary of the Notes, Closing Date beginning in the year 2002 and with respect upon each delivery of a Security Agreement Supplement pursuant to (ii) below, upon qualification of this Indenture under the TIASection 1017, furnish to the Trustee: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, Trustee 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 and other filings or registrations have been executed and filed that are necessary as of such date, and during the succeeding twelve months, fully to preserve and protect protect, and set-up against third persons, the rights of the Collateral Agent, the Holders and the Trustee hereunder and under each of the Security Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness of such Liens.

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC applicable Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsCollateral Documents (including, without limitation, obtaining with respect to each Real Property subject to a Mortgage (x) a policy of title insurance insuring that the Lien of this Indenture and the Mortgage constitutes a direct and valid and perfected Mortgage Lien of the priority contemplated in Section 10.01(a) on the Real Property, supplemented by such endorsements as shall be requested by the Collateral Agent and containing no exceptions to title other than exceptions for the Liens permitted by the Mortgage or that are satisfactory to the Collateral Agent, (y) a Survey and (z) certificates of insurance required by the Mortgage), from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a10.01(a), subject only to the Liens permitted by the Security Collateral Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the NotesSecurities, with respect to (ii) below, upon the execution of the Mortgages required hereby, and with respect to (iiiii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents Agreement and all other related filings, documents and instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents Agreement and reciting the details of such action, and stating that as to the Liens created pursuant to the Security DocumentsAgreement, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Mortgages and all other related filings, documents and instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on January the Collateral created by the Mortgages and reciting the details of such action, and stating that as to the Liens created pursuant to the Mortgages, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (iii) on October 1 in each year beginning with January October 1, 19981999, 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 Lien of each of the Security Collateral Documents and reciting with respect to such 97 Liens 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 Collateral Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company Coaxial LLC shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsPledge Agreement, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent Trustee for the benefit of the Trustee and the Holders a valid and perfected first priority Lien on the Discount Notes Collateral with the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company Coaxial LLC shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsPledge Agreement, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Discount Notes Collateral, the Company Coaxial LLC shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company Coaxial LLC shall, with respect to (i) below, promptly after the initial issuance of the Notes, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: (i) Opinion(s) Trustee an Opinion of Counsel either (a) relating to the effect that, in validity and perfection of the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created interests granted pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such LiensPledge Agreement.

Recording; Priority; Opinions, Etc. (a) The Company shall Each Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, perform at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and statement, continuation statement statement, charge, registration or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, applicable Canadian federal or provincial statutes (including the Civil Code of Quebec) and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state state, provincial or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsDocuments to which it is a party, from time to time, in order to grant, perfect grant and maintain valid and perfected Liens on the Collateral relating to it in favor of the Collateral Agent for in the benefit of priorities expressed to be created by the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a)Security Documents, subject only to the Liens permitted by under the Security Documents to be senior or pari passu to the Liens of the Collateral Agent, and to fully preserve fully and protect protect, and set-up against third persons, the rights of the Trustee Trustee, the Collateral Agent and the Holders Holder under this IndentureIndenture and the other Indenture Documents. The Company shall from time to time promptly Each relevant Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees or registration fees, charges and taxes relating to this Indenture Indenture, the Security Documents and the Security other Indenture 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly as soon as practicable after the initial issuance Closing Date and on each anniversary of the Notes, Closing Date beginning in the year 2002 and with respect upon each delivery of a Security Agreement Supplement pursuant to (ii) below, upon qualification of this Indenture under the TIASection 1017, furnish to the Trustee: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, Trustee 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 and other filings or registrations have been executed and filed that are necessary as of such date, and during the succeeding twelve months, fully to preserve and protect protect, and set-up against third persons, the rights of the Collateral Agent, the Holders and the Trustee hereunder and under each of the Security Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain the effectiveness of such Liens.. 150

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Documents, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent for the benefit of the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a11.1(a), subject only to the Liens permitted by the Security Documents and Permitted Liens and to preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company shall from time to time promptly pay and satisfy 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance of the Notes, and with respect to (ii) below, upon in the event of the qualification of this Indenture under the TIA, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; ; (ii) on January 1 March 15 in each year beginning with January 1, 1998year, 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Recording; Priority; Opinions, Etc. (a) The Company Issuers shall at its their sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsPledge Agreement, from time to time, in order to grant, perfect and maintain in favor of the Collateral Agent Trustee for the benefit of the Trustee and the Holders a valid and perfected first priority Lien on the Senior Notes Collateral with the priority set forth in Section 10.1(a), subject only to the Liens permitted by the Security Documents and to fully preserve fully and protect the rights of the Trustee and the Holders under this Indenture. The Company Issuers shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security DocumentsPledge Agreement, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Senior Notes Collateral, the Company Issuers shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company Issuers shall, with respect to (i) below, promptly after the initial issuance of the Notes, and with respect to (ii) below, upon qualification of this Indenture under the TIA, furnish to the Trustee: (i) Opinion(s) Trustee an Opinion of Counsel either (a) relating to the effect that, in validity and perfection of the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created interests granted pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such LiensPledge Agreement.

Recording; Priority; Opinions, Etc. (a) The Company shall Each Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, perform at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and statement, continuation statement statement, charge, registration or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, applicable Canadian federal or provincial statutes (including the Civil Code of Quebec) and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state state, provincial or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security DocumentsDocuments to which it is a party, from time to time, in order to grant, perfect grant and maintain valid and perfected Liens on the Collateral relating to it in favor of the Collateral Agent for in the benefit of priorities expressed to be created by the Trustee and the Holders a valid and perfected Lien on the Collateral with the priority set forth in Section 10.1(a)Security Documents, subject only to the Liens permitted by under the Security Documents to be senior or pari passu to the Liens of the Collateral Agent, and to fully preserve fully and protect protect, and set-up against third persons, the rights of the Trustee Trustee, the Collateral Agent and the Holders Holder under this IndentureIndenture and the other Indenture Documents. The Company shall from time to time promptly Each relevant Indenture Obligor will, and will cause each of its Obligor Subsidiaries to, pay and satisfy promptly all mortgage and financing and continuation statement recording and/or filing fees or registration fees, charges and taxes relating to this Indenture Indenture, the Security Documents and the Security other Indenture 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 or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (b) The Company shall, with respect to (i) below, promptly after the initial issuance on each anniversary of the Notes, Closing Date beginning in the year 2002 and with respect upon each delivery of a stock pledge agreement pursuant to (ii) below, upon qualification of this Indenture under the TIASection 1017, furnish to the Trustee: (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant of a security interest in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including, without limitation, financing statements, have been properly recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; (ii) on January 1 in each year beginning with January 1, 1998, Trustee 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 Lien of each of the Security Documents and reciting with respect to such Liens 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 Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.,

Recording; Priority; Opinions, Etc. (a) The Company shall at its sole cost and expense perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other others statement) for filing under the provisions of under the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable federal, state or local jurisdiction, including any filings in local real estate land record offices, which are necessary or advisable and shall do such other acts and execute such other documents as may be required under any of the Security Collateral Documents, from time to time, in order to grant, perfect grant and maintain a valid and perfected first priority Lien on the Collateral in favor of the Collateral Agent for the pari passu benefit of (i) the Trustee and the Holders a valid of Securities and perfected Lien on (ii) the Administrative Agent, the Collateral with Agent and the priority set forth in Section 10.1(a)Lenders, subject only to Liens permitted under the Collateral Documents to be senior to the Liens permitted by of the Security Documents Collateral Agent, and to fully preserve fully and protect the rights of the Trustee and the Holders of Securities under this Indenture. . (b) The Company shall from time to time promptly pay and satisfy all mortgage and financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture and the Security Collateral Documents, any amendments thereto and any other instruments of further assurance. Without limiting the generality of the foregoing covenant, in the event at any time the Collateral Agent or 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 Collateral, the Company shall pay such taxes promptly upon demand by the Collateral Agent or the Trustee. (bc) The Company shall, with respect to clause (i) below, promptly after the initial issuance of the Noteson or prior to June 29, and 2001, and, with respect to clause (ii) below, upon qualification of this Indenture under the TIAat such times as contemplated therein, furnish to the Trustee: : (i) Opinion(s) of Counsel either (a) to the effect that, in the opinion of such counsel, this Indenture and the grant grants of a security interest interests in the Collateral intended to be made by the Security Collateral Documents and all other instruments of further assurance, including, without limitation, financing statements, have been will be properly registered, recorded and filed to the extent necessary to perfect the Lien on the Collateral created by the Security Collateral Documents and reciting the details of such action, and stating that as to the Liens created pursuant to the Security Documents, such recordings and filings are the only recordings and filings necessary to give notice thereof and that no re-recordings or refilings are necessary to maintain such notice (other than as stated in such opinion), or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect such Lien; : (ii) on January 1 each anniversary of June 29, 2001, beginning in each the year beginning with January 1, 19982002, 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 Lien of each of the Security Collateral Documents and reciting with respect to such Liens 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 as of such date and during the succeeding twelve months fully to preserve and protect the rights of the Administrative Agent, Collateral Agent, the Holders of the Securities and the Trustee hereunder and under each of the Security Collateral Documents with respect to the Liens, or (b) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens.