Common use of Recording, Registration and Opinions Clause in Contracts

Recording, Registration and Opinions. (a) The Issuers and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 2004, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating 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 this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 20042013, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture and all supplemental indenturesor the Security Documents, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral applicable Security Documents securing Note Obligations under the UCC or the applicable law in those items of Collateral that can other than any action as described therein to be perfected by the filing, recordings or registrations taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenCounsel, contain customary qualifications and exceptions and rely on an Officers’ Certificate of each Issuer, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, Mortgage, Ship Mortgage and other documents statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents Agent securing Note Obligations with respect to the CollateralCollateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2004, year an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture and all supplemental indenturesor the Security Documents, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral applicable Security Documents securing the Obligations under the UCC or the applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations Security Documents other than any action as described therein to be taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, Mortgage, Ship Mortgage and other documents statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, Agent securing the Holders and the Trustee hereunder Obligations thereunder and under the Collateral Security Documents with respect to the CollateralCollateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; securing Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors shall take or cause to be taken all action required required, and neither the Collateral Agent nor the Trustee shall have any obligation, to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted LiensLiens expressly permitted by this Indenture), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral AgentHolders, the Holders Collateral Agent and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither . (i) The Company and the Guarantors shall furnish to the Trustee nor and the Collateral Agent on the Issue Date a customary Opinion of Counsel stating that this Indenture, the Notes and the Collateral Documents have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the Company and the Guarantors. Such Opinion of Counsel shall address perfection of the Liens contemplated by this Indenture and the Collateral Documents and such other issues as the Trustee and the Collateral Agent shall have any obligation toreasonably request, nor shall either and such Opinion of Counsel may be responsible for any failure to, so register, file or recordsubject to customary exceptions. (bii) The Issuers Company shall furnish to the TrusteeTrustee and the Collateral Agent, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required by in compliance with TIA Section 314(b)(1) either (A) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that a Lien or security interest may be perfected by filing, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, 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) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. (iii) The Company or the applicable Guarantor shall furnish to the Trustee and the Collateral Agent, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (b)(ii)(A) above (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (b)(ii)(B) above, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, and, if applicable, such Collateral Documents as amended and supplemented thereby, have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Guarantor, as the case may be, subject to customary exceptions. (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 20042006, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi)(A) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (yB) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral AgentHolders, the Holders Collateral Agent and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers and As required by the provisions of Section 314(b) of the TIA, the Company and, if applicable, the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Second Priority Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Collateral Trustee under this Indenture and the Collateral Second Priority Documents to all property comprising the Collateral. The Issuers and the Guarantors Company shall from time to time promptly pay all financing, continuation statement statements and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Second Priority Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Second Priority Documents. Neither the The Collateral Trustee nor the Collateral Agent shall have any no obligation to, nor shall either it be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 20042005, an Opinion of Counsel, dated as of such date, which complies with TIA Section § 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings recordings, registrations or registrations delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests. (c) In the event that the Company or any Guarantor wish the Collateral Trustee to execute a release of any Collateral from the lien of the Second Priority Documents in accordance with this Indenture, the Intercreditor Agreement and the Second Priority Documents, it shall furnish the Collateral Trustee an Officers’ Certificate complying with Section 13.04 certifying that all conditions precedent have been met and that no consent of the Holders is required together with any documents required by any other provision of this Indenture and delivery as required by this Indenture, an Opinion of Counsel to the effect that such accompanying documents constitute all the documents required by this Indenture, by Section 314(d) of the TIA or that no such documents are so required. If such release is given pursuant to the automatic release provisions of the Intercreditor Agreement, the Officers’ Certificate shall also be accompanied by evidence that the Collateral has been released under the First Priority Documents. Upon the receipt of such documents the Trustee shall execute, or shall cause the Collateral Trustee to execute, a release of the Collateral. The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to Section 314(d) of the TIA.

Recording, Registration and Opinions. (a) The Issuers Company and the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted LiensLiens expressly permitted by this Indenture and the Collateral Documents), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Subsidiary Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(san Opinion of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that, in the case of perfection of security interests, a security interest may be perfected by filing under the Uniform Commercial Code of the applicable jurisdiction, and reciting the details of such action, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, 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 (ii) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. The Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (i) of Counsel the immediately preceding sentence (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Subsidiary Guarantor, as the case may be, subject to customary exceptions. In addition, promptly after execution and delivery of this Indenture, the Company shall deliver the opinion required by TIA Section 314(b)(1314(b). (c) The Issuers Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of this Indenture, with respect to each Mortgage and Deed of Trust, (i) a policy of title insurance (or a commitment to issue such policy) insuring (or committing to insure) the Lien of such Mortgage and Deed of Trust as a valid first mortgage Lien, subject only to Liens permitted under this Indenture or such Mortgage and Deed of Trust on the real property and fixtures described therein which policy (or commitment) shall (A) be issued by a reputable title company, (B) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type and size, (C) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type and size (and, in the case of any Mortgage and Deed of Trust executed after the date of this Indenture, endorsements substantially identical to those included in the title policies for the then existing Mortgages and Deeds of Trust) or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of reputable architects or other reputable professionals (including endorsements or opinion letters on matters relating to contiguity, first loss, and so-called comprehensive coverage over covenants and restrictions, if available) and (D) contain only such exceptions to title as shall be Permitted Liens (each, a "Title Policy"), (ii) the aggregate amount of all such Title Policies shall be not less than the principal amount of the Notes and (iii) an Officers' Certificate stating that such Title Policies comply with the requirements of this subsection (c). (d) The Company shall furnish to the Trustee on the anniversary of the Issue Date April 15 in each year, beginning with 2004April 15, 1998, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers Company and the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted LiensLiens expressly permitted by this Indenture and the Collateral Documents), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Subsidiary Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Company and the Subsidiary Guarantors shall furnish to the Trustee on the Issue Date a customary Opinion of Counsel stating that this Indenture, the Notes and the Collateral Documents have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the Company and the Subsidiary Guarantors. Such Opinion of Counsel shall address perfection of the Liens contemplated by this Indenture and the Collateral Documents and such other issues as the Trustee shall reasonably request, and such Opinion of Counsel may be subject to customary exceptions. In addition, the Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required by in compliance with TIA Section 314(b)(1) either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that, in the case of perfection of security interests, a security interest may be perfected by filing under the Uniform Commercial Code of the applicable jurisdiction, and reciting the details of such action, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, 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 (ii) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. The Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (i) of the immediately preceding sentence (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, (and, if applicable, such Collateral Documents as amended and supplemented thereby) have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Subsidiary Guarantor, as the case may be, subject to customary exceptions. (c) The Issuers Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of this Indenture, with respect to each Mortgage and Deed of Trust, (i) a policy of title insurance (or a commitment to issue such policy) insuring (or committing to insure) the Lien of such Mortgage and Deed of Trust as a valid first mortgage Lien, subject only to Liens permitted under this Indenture or such Mortgage and Deed of Trust on the real property and fixtures described therein which policy (or commitment) shall (A) be issued by a reputable title company, (B) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type and size, (C) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type and size (and, in the case of any Mortgage and Deed of Trust executed after the Issue Date, endorsements substantially identical to those included in the title policies for the then existing Mortgages and Deeds of Trust) or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of reputable architects or other reputable professionals (including endorsements or opinion letters on matters relating to contiguity, first loss, and so-called comprehensive coverage over covenants and restrictions, if available) and (D) contain only such exceptions to title as shall be Permitted Liens (each, a "TITLE POLICY"), and (ii) an Officers' Certificate stating that such Title Policies comply with the requirements of this subsection (c). The aggregate amount of all such Title Policies shall be not less than the principal amount of the Notes. (d) The Company shall furnish to the Trustee on the anniversary of the Issue Date April 15 in each year, beginning with 2004April 15, 2002, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.the

Recording, Registration and Opinions. (a) The Issuers Issuer and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2004, year an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi) stating (x) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrations, filingsfiling, re-recordingsrecording, and re-registrations and refilings filing of this Indenture and all supplemental indenturesor the Security Documents, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral applicable Security Documents securing the Note Obligations under the UCC or the applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations Security Documents other than any action as described therein to be taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary assumptions, qualifications and exceptions and may rely on an Officers’ Certificate of the Issuer, and (y) stating to the effect that, based on relevant laws as in effect the opinion of such counsel, on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, Mortgage, Ship Mortgage and other documents statements have been executed and filed that are necessary, as of such date and or during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, Agent securing the Holders and the Trustee hereunder Note Obligations thereunder and under the Collateral Security Documents with respect to the CollateralCollateral and such Opinion of Counsel may contain customary assumptions, qualifications and exceptions and may rely on an Officers’ Certificate; provided that in the case of both (x) and (y) if there is a required filing of a financing statement, financing statement amendment, continuation statement or other instrument within such 12 month period and such financing statement, financing statement amendment, continuation statement or other instrument has not been filed or is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer and the Guarantors shall cause a the required financing statement, financing statement amendment, continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; securing Note Obligations or (ii) stating to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interestsSecurity Interests.

Recording, Registration and Opinions. (a) The Issuers and the Guarantors Company shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted deliver by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing February 25 of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 2004February 25, 2015, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in Officer’s Certificate to the opinion of such counsel, effect that such action has been taken with respect to the recordingsrecording, registrationsfiling, filings, re-recordings, re-registrations rerecording and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens liens on the Collateral and an Opinion of Counsel (subject to customary assumptions, qualifications and limitations) on February 25, 2019 opining to the same matters as the Officer’s Certificate. In the event, and solely in the event, that the Company in its sole discretion shall cause this Indenture to be qualified under the Trust Indenture Act and then only during such time, if any, as this Indenture is so qualified, the Company will comply with the provisions of the Collateral Documents Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the Trust Indenture Act, if the Company in its sole discretion elects to qualify this Indenture under the UCC Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation or guidance (including any no-action letter or exemptive order issued by the applicable law in those items Staff of the SEC, whether issued to the Company or any other Person). Following such qualification, to the extent the Company is required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2), the Company will furnish such opinion not more than 60 but not less than 30 days prior to each September 1. (b) Any release of Collateral that can permitted by Section 11.3 will be perfected by deemed not to impair the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders under this Indenture and the Trustee hereunder and Security Documents in contravention thereof and, if this Indenture is qualified under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed Trust Indenture Act at the time of such release, any Person that is required to deliver any certificate or opinion pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee shall, such opinion may so state and in that case the Issuers shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect extent permitted by Sections 7.1 and 7.2, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such certificate or opinion. (c) If any Collateral is released in accordance with this clause (i) upon Indenture or any Collateral Document, and, if at the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion time of such counselrelease this Indenture is qualified under the Trust Indenture Act, no the Company will determine whether it has delivered all documentation required by Trust Indenture Act Section 314(d) in connection with such action is necessary to maintain such Liens or security interestsrelease.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any no obligation to, nor shall either it be responsible for any failure to, so register, file or record. (b) The Issuers Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section ss. 314(b)(1). (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 20042003, an Opinion of Counsel, dated as of such date, which complies with TIA Section ss. 314(b)(2), either (i)(x) stating 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 this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers and As required by the provisions of Section 314(b) of the TIA, the Company and, if applicable, the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Second Priority Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Collateral Trustee under this Indenture and the Collateral Second Priority Documents to all property comprising the Collateral. The Issuers and the Guarantors Company shall from time to time promptly pay all financing, continuation statement statements and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Second Priority Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Second Priority Documents. Neither the The Collateral Trustee nor the Collateral Agent shall have any no obligation to, nor shall either it be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 20042008, an Opinion of Counsel, dated as of such date, which complies with TIA Section §314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture Indenture, the Collateral Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings recordings, registrations or registrations delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed that are necessary, as of such date and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests. (c) In the event that the Company or any Guarantor wish the Collateral Trustee to execute a release of any Collateral from the lien of the Second Priority Documents in accordance with this Indenture, the Intercreditor Agreement and the Second Priority Documents, it shall furnish the Collateral Trustee an Officers’ Certificate complying with Section 13.04 certifying that all conditions precedent have been met and that no consent of the Holders is required together with any documents required by any other provision of this Indenture and delivery as required by this Indenture, an Opinion of Counsel to the effect that such accompanying documents constitute all the documents required by this Indenture, by §314(d) of the TIA or that no such documents are so required. If such release is given pursuant to the automatic release provisions of the Intercreditor Agreement, the Officers’ Certificate shall also be accompanied by evidence that the Collateral has been released under the First Priority Documents. Upon the receipt of such documents the Trustee shall execute, or shall cause the Collateral Trustee to execute, a release of the Collateral. The Trustee, however, shall have no duty to confirm the legality or validity of such documents, its sole duty being to certify that it has received such documentation which on their face conform to §314(d) of the TIA. (d) To the extend applicable, the Company will cause TIA Section 314(d) to be complied with. The release of any Collateral from the terms hereof and the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Security Documents and pursuant to the terms of this Article XII.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors each Guarantor shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens)Documents, including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture Indenture, the Collateral Documents and the Additional Collateral Documents to all property comprising the Collateral. The Issuers and the Guarantors Company shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Company shall furnish to the Trustee, promptly but in no event later than 30 days after at the time of execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required by TIA Section 314(b)(1substantially similar in form and substance to the Opinion of Counsel being furnished to the Initial Purchasers as of the date hereof, relating to the perfection of the security interests in the Collateral granted pursuant to the Collateral Documents. The Company or the relevant Guarantor shall furnish to the Trustee, at the time of execution and delivery of any Additional Collateral Document(s), an Opinion of Counsel substantially similar to the Opinion of Counsel being furnished pursuant to the immediately preceding sentence (but relating only to such Additional Collateral Documents and the related After-Acquired Property). (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date within 60 days after December 31 in each year, beginning with 2004December 31, 2003, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2)subject to customary exceptions and assumptions, either (i)(xi)(A) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such Liens on and the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (yB) stating that, based on relevant laws under the applicable Uniform Commercial Code as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection security interest of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interestsLien.

Recording, Registration and Opinions. (a) The Issuers Issuer, American Commercial Lines and the Guarantors shall shall, make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or cause required by the Security Documents to be taken all action required maintain (at the sole cost and expense of the Issuer) the security interest created by the Security Documents in the Collateral (other than with respect to perfect, maintain, preserve and protect any Collateral the Lien on and security interest in which is not required to be perfected under the Collateral granted by Security Documents) as a perfected first priority security interest (with respect to priority, first priority only after the Collateral Documents (Senior Discharge Date) subject only to Permitted Collateral Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Issuer and the Guarantors shall from time to time promptly pay all financing, continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the Trustee nor the Collateral Agent shall have any obligation to, nor shall either be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers shall furnish to the Trustee on at least thirty (30) days prior to the anniversary of the Issue Date in each year, beginning with 2004, year an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrations, filingsfiling, re-recordingsrecording, re-registrations and refilings refiling of this Indenture and all supplemental indenturesor the Security Documents, financing statementsas applicable, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral applicable Security Documents securing the Note Obligations under the UCC or the applicable law in those items of Collateral that can be perfected to the extent required by the filing, recordings or registrations Security Documents other than any action as described therein to be taken and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring opinion may refer to prior Opinions of Counsel in which such details are givenand contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Issuer, and (y) stating that, based on relevant laws as in effect that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements, Mortgage, Ship Mortgage and other documents statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection (to the extent required by the Security Documents) of the security interests of the Collateral Agent, Agent securing the Holders and the Trustee hereunder Note Obligations thereunder and under the Collateral Security Documents with respect to the CollateralCollateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer and the Guarantors shall cause a continuation statement or other instrument amendment to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; securing Note Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers provisions of this Indenture, and the Collateral Documents create legal and valid Liens in the Collateral in favor of the Trustee for the ratable benefit of the Holders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other liens on the Collateral (except for the Permitted Liens including, but without limitation, under the New Credit Facility) securing all Obligations owed to Holders pursuant to the Notes and this Indenture. The Issuer and the Guarantors have taken or caused to be taken and shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and prior security interest in the Collateral granted by the Collateral Documents (subject only to the Permitted LiensLiens including, but without limitation, under the New Credit Facility), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property items comprising the Collateral. The Issuers Issuer and the Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Issuer shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(san Opinion of Counsel either (i) to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that, in the case of perfection of security interests, a security interest may be perfected by filing under the Uniform Commercial Code of the applicable jurisdiction, and reciting the details of such action, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, such recordings, registrations and filings are the only recordings, registrations and filings necessary to give notice thereof and perfect such security interest therein and that no re-recordings, re-registrations or refilings are necessary to maintain such notice or perfection (other than as stated in such opinion), or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. The Issuer or the applicable Guarantor shall furnish to the Trustee, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (i) of Counsel the immediately preceding sentence (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Issuer or the relevant Guarantor, as the case may be, subject to customary exceptions. In addition, promptly after execution and delivery of this Indenture, the Issuer shall deliver the opinion required by TIA Section 314(b)(1314(b). (c) [intentionally omitted]. (d) The Issuers Issuer shall furnish to the Trustee on the anniversary of the Issue Date June 30 in each year, beginning with 2004June 30, 2001, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, indentures financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under and the UCC or perfected security interest in the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and perfected security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Issuer shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and perfected security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted LiensLiens expressly permitted by this Indenture), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral AgentHolders, the Holders Collateral Agent and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither . (i) The Company and the Guarantors shall furnish to the Trustee nor and the Collateral Agent on the Issue Date a customary Opinion of Counsel stating that this Indenture, the Notes and the Collateral Documents have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the Company and the Guarantors. Such Opinion of Counsel shall address perfection of the Liens contemplated by this Indenture and the Collateral Documents and such other issues as the Trustee and the Collateral Agent shall have any obligation toreasonably request, nor shall either and such Opinion of Counsel may be responsible for any failure to, so register, file or recordsubject to customary exceptions. (bii) The Issuers Company shall furnish to the TrusteeTrustee and the Collateral Agent, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required by in compliance with TIA Section 314(b)(1) either (A) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that a Lien or security interest may be perfected by filing, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, 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) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. (iii) The Company or the applicable Guarantor shall furnish to the Trustee and the Collateral Agent, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (b)(ii)(A) above (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (b)(ii)(B) above, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, and, if applicable, such Collateral Documents as amended and supplemented thereby, have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Guarantor, as the case may be, subject to customary exceptions. (c) The Issuers Company shall furnish to the Trustee on the anniversary of the Issue Date in each year, beginning with 20042006, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xi)(A) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (yB) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. Trustee’s Disclaimer regarding Collateral. (a) The Issuers and As required by the provisions of Section 314(b) of the TIA, the Company and, if applicable, the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Security Documents (subject only to Permitted Liens), including without limitation, arranging for the notation of liens on certificates of title, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages mortgages and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Security Documents to all property now or hereafter at any time comprising the Collateral. The Issuers and the Guarantors Company shall from time to time promptly pay all financing, continuation statement statements and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Security Documents. Neither the The Trustee nor the Collateral Agent shall have any no obligation to, nor shall either it be responsible for any failure to, so register, file or record. (b) The Issuers shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel required by TIA Section 314(b)(1). (c) The Issuers Company shall furnish to the Trustee on the each anniversary of the Issue Date in each year, beginning with 2004, an Opinion of Counsel, dated as of such date, which complies with TIA Section § 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the delivery of Collateral, recording of appropriate notations on certificates of title evidencing the Liens arising under the Security Documents, recordings, registrations, filings, re-recordings, re-registrations and refilings of this Indenture Indenture, the Security Documents and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance as are necessary to maintain the perfected Liens of the Collateral Security Documents under the UCC or the applicable law in those items of Collateral that can be perfected by such notations or the filing, recordings recordings, registrations or registrations delivery and reciting with respect to such Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage and other documents have been executed and filed and all such other steps taken that are necessary, as of such date and during the succeeding 12 months, fully to create (with respect to any substitute or additional Collateral following the Issuer Date) and maintain the perfection of the security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Security Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests. (c) Notwithstanding anything to the contrary set forth in this Indenture or in any other Security Document, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise creating, perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent, independent contractor or bailee selected by the Trustee in good faith. Notwithstanding anything to the contrary set forth in this Indenture or in any other Security Document, the Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Recording, Registration and Opinions. (a) The Issuers Company and the Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Security Documents (subject only to Permitted Liens), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Security Documents to all property comprising the Collateral. The Issuers Company and the Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Security Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) of Counsel either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Security Documents, to the extent that, in the case of perfection of security interests, a security interest may be perfected by filing under the Uniform Commercial Code of the applicable jurisdiction, and reciting the details of such action, and stating that as to the Liens and security interests created pursuant to the Security Documents, 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 (ii) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. The Company or the applicable Guarantor shall furnish to the Trustee, at the time of execution and delivery of any additional Security Document(s) or any amendments or supplements to existing Security Documents, Opinion(s) of Counsel either substantially to the effect set forth in clause (i) of the immediately preceding sentence (but relating only to such additional Security Documents or any amendments or supplements to existing Security Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof, and to the further effect that such additional Security Documents or amendments or supplements to existing Security Documents, as the case may be, have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Guarantor, as the case may be, subject to customary exceptions. In addition, promptly after execution and delivery of this Indenture, the Company shall deliver the opinion(s) required by TIA Section 314(b)(1§ 314(b). (c) The Issuers Company or the applicable Guarantor shall furnish to the Trustee, at the time of execution and delivery of this Indenture, with respect to each Mortgage, (i) a policy of title insurance (or a commitment to issue such policy) (each, a "Title Policy"), insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein which policy (or commitment) shall (A) be issued by a reputable title company, (B) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type and size, (C) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type and size or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of reputable architects or other reputable professionals (including, without limitation, endorsements or opinion letters on matters relating to usury, first loss, last dollar, zoning, non-imputation, public road access, contiguity (where appropriate), tie-in, survey, variable rate and so-called comprehensive coverage over covenants and restrictions, if available) and (D) contain only such exceptions to title as shall be Permitted Liens, (ii) the aggregate amount of all such Title Policies shall be not less than the principal amount of the Notes and (iii) an Officers' Certificate stating that such Title Policies comply with the requirements of this Section 11.02(c). (d) The Company shall furnish to the Trustee on the anniversary June 1st of the Issue Date in each year, beginning with 2004June 1, an Opinion 2003, Opinion(s) of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Security Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Security Documents with respect to the Collateral; , provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

Recording, Registration and Opinions. (a1) The Issuers Corporation will, and the Guarantors shall will cause each Restricted Subsidiary and each Unrestricted Subsidiary to, take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted Liens)Security Documents, including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law Applicable Law or the Trustee to fully to perfect, maintain, preserve and protect the rights of the Collateral Agent, the Holders Noteholders and the Trustee under this Indenture Indenture, the Security Documents and the Collateral Additional Security Documents to all property comprising the Collateral. The Issuers Corporation will, and the Guarantors shall will cause each Restricted Subsidiary and Unrestricted Subsidiary to, from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or or filing fees, charges and taxes relating to this Indenture and the Collateral Security Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to this Indenture and the Collateral Security Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either will not be responsible for any failure to, to so register, file or record. The Trustee will not be responsible for any obligation on the part of the Corporation, any Restricted Subsidiary or Unrestricted Subsidiary to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Security Documents. (b2) The Issuers shall Corporation will furnish to the Trustee, promptly but in no event later than 30 days after at the time of execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required to the Corporation in form and substance customary for financings of this nature as determined by TIA Section 314(b)(1the Trustee relying on advice of Counsel to the Trustee including opinions substantially to the effect that subject to customary qualifications, (a) this Indenture and the grant of a security interest and Liens in the Collateral intended to be made by the Security Documents and all other instruments of further assurance, including financing statements, have been properly recorded, registered and filed to the extent necessary to perfect, maintain, preserve and protect Liens in 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, 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) to the effect that, in the opinion of such counsel, no such action is necessary to perfect, maintain, preserve and protect such Liens. The Corporation will, and will cause any Restricted Subsidiary, as the case may be, to furnish to the Trustee, at the time of execution and delivery of any Additional Security Document, an Opinion of Counsel substantially similar to the Opinion of Counsel delivered pursuant to the immediately preceding sentence (but relating only to such Additional Security Documents and the related After-Acquired Property). (c3) The Issuers shall Corporation will furnish to the Trustee on the anniversary of the Issue Date within 60 days after January 1 in each year, beginning with 2004April 1, 2007, an Opinion of CounselCounsel to the Corporation, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(xa)(i) stating that, in the opinion of such counselCounsel, such all necessary action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are necessary to maintain perfect, maintain, preserve and protect the perfected Liens Lien of the Collateral Security Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel to the Corporation in which such details are given, and (yii) stating that, based on relevant laws Applicable Laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain perfect, maintain, preserve and protect the perfection security interest and Liens of the security interests of the Collateral Agent, the Holders Noteholders and the Trustee hereunder and under the Collateral Security Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrument; or (iib) stating that, in the opinion of such counselCounsel, no such action is necessary to maintain perfect, maintain, preserve and protect such Liens or security interestsLien.

Recording, Registration and Opinions. (a) The Issuers Company and the Subsidiary Guarantors shall take or cause to be taken all action required to perfect, maintain, preserve and protect the Lien on and security interest in the Collateral granted by the Collateral Documents (subject only to Permitted LiensLiens expressly permitted by this Indenture and the Collateral Documents), including without limitation, the filing of financing statements, continuation statements, Mortgages, Ship Mortgages statements and any instruments of further assurance, in such manner and in such places as may be required by law fully to preserve and protect the rights of the Collateral Agent, the Holders and the Trustee under this Indenture and the Collateral Documents to all property comprising the Collateral. The Issuers Company and the Subsidiary Guarantors shall from time to time promptly pay all financing, financing and continuation statement and mortgage recording, registration and/or filing fees, charges and taxes relating to this Indenture and the Collateral Documents, any amendments thereto and any other instruments of further assurance required hereunder or pursuant to the Collateral Documents. Neither the The Trustee nor the Collateral Agent shall have any obligation to, nor shall either not be responsible for any failure to, to so register, file or record. (b) The Issuers Company and the Subsidiary Guarantors shall furnish to the Trustee on the Issue Date a customary Opinion of Counsel stating that this Indenture, the Notes and the Collateral Documents have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of, the Company and the Subsidiary Guarantors. Such Opinion of Counsel shall address perfection of the Liens contemplated by this Indenture and the Collateral Documents and such other issues as the Trustee shall reasonably request, and such Opinion of Counsel may be subject to customary exceptions. In addition, the Company shall furnish to the Trustee, promptly but in no event later than 30 days after the execution and delivery of this Indenture, Opinion(s) an Opinion of Counsel required by in compliance with TIA Section 314(b)(1) either (i) substantially to the effect that, in the opinion of such counsel, this Indenture and the grant of the Liens on and security interests in the Collateral intended to be made by the 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 record or register (as the case may be), and if applicable, to perfect the Liens on and security interests in the Collateral created by the Collateral Documents, to the extent that, in the case of perfection of security interests, a security interest may be perfected by filing under the Uniform Commercial Code of the applicable jurisdiction, and reciting the details of such action, and stating that as to the Liens and security interests created pursuant to the Collateral Documents, 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 (ii) to the effect that, in the opinion of such counsel, no such action is necessary to record or register such Liens or to perfect such security interests. The Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of any additional Collateral Documents or any amendments or supplements to existing Collateral Documents, an Opinion of Counsel either substantially to the effect set forth in clause (i) of the immediately preceding sentence (but relating only to such additional Collateral Documents or any amendments or supplements to existing Collateral Documents and the related After-Acquired Property) or to the effect set forth in clause (ii) thereof, and to the further effect that such additional Collateral Documents or amendments or supplements to existing Collateral Documents, as the case may be, (and, if applicable, such Collateral Documents as amended and supplemented thereby) have been duly authorized, executed and delivered by, and constitute the valid, binding and enforceable obligations of the Company or the relevant Subsidiary Guarantor, as the case may be, subject to customary exceptions. (c) The Issuers Company or the applicable Subsidiary Guarantor shall furnish to the Trustee, at the time of execution and delivery of this Indenture, with respect to each Mortgage and Deed of Trust, (i) a policy of title insurance (or a commitment to issue such policy) insuring (or committing to insure) the Lien of such Mortgage and Deed of Trust as a valid first mortgage Lien, subject only to Liens permitted under this Indenture or such Mortgage and Deed of Trust on the real property and fixtures described therein which policy (or commitment) shall (A) be issued by a reputable title company, (B) include such reinsurance arrangements, if any (with provisions for direct access), as shall be customary in the same general area and for transactions of this type and size, (C) have been supplemented by such endorsements as are customary in the same general area and for transactions of this type and size (and, in the case of any Mortgage and Deed of Trust executed after the Issue Date, endorsements substantially identical to those included in the title policies for the then existing Mortgages and Deeds of Trust) or, where such endorsements are not available at commercially reasonable premium costs, opinion letters of reputable architects or other reputable professionals (including endorsements or opinion letters on matters relating to contiguity, first loss, and so-called comprehensive coverage over covenants and restrictions, if available) and (D) contain only such exceptions to title as shall be Permitted Liens (each, a "Title Policy"), and (ii) an Officers' Certificate stating that such Title Policies comply with the requirements of this subsection (c). The aggregate amount of all such Title Policies shall be not less than the principal amount of the Notes. (d) The Company shall furnish to the Trustee on the anniversary of the Issue Date April 15 in each year, beginning with 2004April 15, 2002, an Opinion of Counsel, dated as of such date, which complies with TIA Section 314(b)(2), either (i)(x) stating that, in the opinion of such counsel, such action has been taken with respect to the recordingsrecording, registrationsregistration, filingsfiling, re-recordingsrecording, re-registrations registration and refilings refiling of this Indenture and all supplemental indentures, financing statements, continuation statements and other instruments of further assurance documents as are is necessary to maintain the perfected Liens Lien of the Collateral Documents under the UCC or the applicable law in those items of Collateral that can be perfected by the filing, recordings or registrations and reciting with respect to such the Liens on and security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details are given, and (y) stating that, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements, continuation statements, Mortgage, Ship Mortgage statements and other documents have been executed and filed that are necessary, necessary as of such date and during the succeeding 12 months, 24 months fully to maintain the perfection of the Liens and security interests of the Collateral Agent, the Holders and the Trustee hereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within such 12 24 month period and such continuation statement or other instrument is not effective if filed at the time of the opinion, such opinion may so state and in that case the Issuers Company shall cause a continuation statement or other instrument to be timely filed so as to maintain such Liens and security interests and shall provide a further Opinion of Counsel to the effect of this clause (i) upon the filing of the relevant continuation statement or other instrumentstatement; or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.