Common use of An Opinion of Counsel substantially stating Clause in Contracts

An Opinion of Counsel substantially stating. (A) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of this Indenture and that, upon the basis of such Company request and the accompanying documents specified in this Section 13.03, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which withdrawal is then requested may be lawfully paid over under this Section 13.03(a); and (B) that all the Company's or such Restricted Subsidiary's right, title and interest in and to said repairs, rebuilding or replacements, or combination thereof, are then subject to the Lien of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security Documents). Upon compliance with the foregoing provisions of this Section 13.03(a), the Trustee shall direct the Collateral Agent upon receipt of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Trust Monies of the character aforesaid equal to the amount of expenditures or costs stated in the Officer's Certificate required by Section 13.03(a)(i)(A), or the fair market value to the Company or such Restricted Subsidiary of such repairs, rebuildings and replacements stated in such Officer's Certificate, whichever is less. The Trustee may provide its preliminary consent (as opposed to final release) to the use of funds on deposit in the Insurance Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds shall be released to the Company until the documentation set forth above is provided.

An Opinion of Counsel substantially stating. (A) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of this Indenture and that, upon the basis of such Company request and the accompanying documents specified in this Section 13.0313.03(b), all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which whose withdrawal is then requested may be lawfully paid over under this Section 13.03(a13.03(b); and and (B) that all the Company's or such Restricted Subsidiary's right, title and interest in and to said repairs, rebuilding or replacements, or combination thereof, New Collateral Assets are then subject to the Lien of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security Documents). Upon compliance with the foregoing provisions of this Section 13.03(a13.03(b), the Trustee shall direct the Collateral Agent upon receipt of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Trust Monies funds on deposit in the Notes Collateral Account of the character aforesaid equal to the amount of the expenditures or costs stated in the Officer's Certificate required by Section 13.03(a)(i)(A13.03(b)(i)(A), or the fair market value to the Company or such Restricted Subsidiary of such repairs, rebuildings and replacements New Collateral Assets stated in such Officer's Certificate, whichever is less. The Trustee may provide its preliminary consent (as opposed to final release) to the use of funds on deposit in the Insurance Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds shall be released to the Company until the documentation set forth above is provided.

An Opinion of Counsel substantially stating. (Ai) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of this Indenture and the other Collateral Documents, and that, upon the basis of such Company request thereof and the accompanying documents specified in this Section 13.0311.02, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which whose withdrawal is then requested may be lawfully paid over under this Section 13.03(a)11.02; (ii) that the relevant Collateral Documents create a valid, binding and enforceable Lien on and security interest in such repairs, rebuildings and replacements in favor of the Collateral Agent, the Trustee and the Holders and, to the extent that a security interest in any such property may be perfected under the relevant UCC, a perfected security interest in such property; and and (Biii) that all the Company's Issuers' or such Restricted SubsidiaryGuarantor's right, title and interest in and to said repairs, rebuilding or replacements, or combination thereof, thereof are then subject to the Lien of this Indenture and the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security relevant Collateral Documents). Upon compliance with the foregoing provisions of this Section 13.03(a)11.02 and Section 11.01, the Trustee shall direct shall, upon receipt of a Company request, instruct the Collateral Agent upon receipt of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Net Loss Proceeds constituting Trust Monies of the character aforesaid equal to the amount of the expenditures or costs stated in the Officer's Officers' Certificate required by clause (i) of paragraph (a) of this Section 13.03(a)(i)(A)11.02, or the fair market value Fair Market Value to the Company or such Restricted Subsidiary the applicable Guarantor of such repairs, rebuildings and replacements stated in such OfficerOfficers' Certificate (or in an independent appraiser's Certificateor independent financial advisor's certificate, if required by the TIA), whichever is less. The Trustee may provide its preliminary consent (as opposed to final release) to the use of funds on deposit in the Insurance Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds shall be released to the Company until the documentation set forth above is provided.

An Opinion of Counsel substantially stating. (Ai) that the instruments that have been or are therewith delivered to the Trustee conform to the requirements of this Indenture or any other Security Document, and that, upon the basis of such request of the Company request and the accompanying documents specified in this Section 13.0311.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which Moneys whose withdrawal is then requested may be lawfully paid over under this Section 13.03(a)11.3 (ii) that the Company has acquired title to such repairs, rebuildings and replacements at least the equivalent to its title to the property destroyed, damaged or taken, and that the same and every part thereof are free and clear of all Liens prior to the Lien of any of the Security Documents, except Liens of the type permitted under the applicable Security Document to which the property so destroyed, damaged or taken shall have been subject at the time of such destruction, damage or taking; and and (Biii) that all of the Company's or such Restricted Subsidiary's right, title and interest in and to said repairs, rebuilding rebuildings or replacements, or combination thereof, are then subject to the Lien of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by any of the Security Documents). Upon compliance with the foregoing provisions of this Section 13.03(a)11.3, the Trustee shall direct pay on the Collateral Agent upon receipt written request of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Trust Monies Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officer's Officers' Certificate required by clause (i) of paragraph (a) of this Section 13.03(a)(i)(A)11.3, or the fair market value to the Company or such Restricted Subsidiary of such repairs, rebuildings and replacements stated in -155- such OfficerOfficers, Certificate (and in such Independent Appraiser's Certificateor Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 11.3), whichever is less. The Trustee may provide its preliminary consent (as opposed to final release) to the use of funds on deposit in the Insurance Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds shall be released to the Company until the documentation set forth above is provided.

An Opinion of Counsel substantially stating. (Ai) that the instruments that have been or are therewith delivered to the Trustee and the Collateral Agent conform to the requirements of this Indenture or any other applicable Security Document, and that, upon the basis of such request of the Company request and the accompanying documents specified in this Section 13.0312.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which Moneys whose withdrawal is then requested may be lawfully paid over under this Section 13.03(a)12.3; (ii) that the Company has acquired title to said repairs, rebuildings and replacements at least the equivalent to its title to the property destroyed, damaged or taken, and that the same and every part thereof are free and clear of all Liens prior to the Lien of any of the Security Documents, except Prior Liens which the property so destroyed, damaged or taken shall have been subject at the time of such destruction, damage or taking; and and (Biii) that all of the Company's or such Restricted Subsidiarythe relevant Guarantor's right, title and interest in and to said repairs, rebuilding rebuildings or replacements, or combination thereof, are then subject to the Lien of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by any of the Security Documents). Upon compliance with the foregoing provisions of this Section 13.03(a)12.3, the Trustee shall direct the Collateral Agent upon receipt shall pay on the written request of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Trust Monies Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officer's Officers' Certificate required by clause (i) of paragraph (a) of this Section 13.03(a)(i)(A)12.3, or the fair market value to the Company or such Restricted Subsidiary the relevant Guarantor of such repairs, rebuildings and replacements stated in such OfficerOfficers' Certificate (and in such Independent Appraiser's Certificateor Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 12.3), whichever is less. The Trustee may provide its preliminary consent (; provided, however, that notwithstanding the above, so long as opposed to final release) no Default or Event of Default shall have occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of such sale does not exceed the lesser of $100,000 or 1% of the principal amount of the outstanding Securities, and, in the good faith estimate of the Company, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use of the applicable Collateral in any material respect, upon delivery to the use Collateral Agent of funds on deposit in an Officers' Certificate of the Insurance Company to such effect, the Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds Agent shall be released release to the Company until or the documentation set forth above is providedrelevant Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company shall take all steps necessary to notify the condemning authority of such assignment.

An Opinion of Counsel substantially stating. (Ai) that the instruments that have been or are therewith delivered to the Trustee Collateral Agent conform in all material respects to the requirements of this Indenture and any other applicable Security Document, and that, upon the basis of such request of the Company request or the applicable Guarantor and the accompanying documents specified in this Section 13.0312.3, all conditions precedent herein provided for relating to such withdrawal and payment have been complied with, and the Trust Monies of which Moneys whose withdrawal is then requested may be lawfully paid over under this Section 13.03(a)12.3; and and (Bii) that all of the Company's or such Restricted Subsidiarythe applicable Guarantor's right, title and interest in and to said repairs, rebuilding rebuildings or replacements, or combination thereof, are then subject to the Lien of the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the applicable Security Documents). Upon compliance with the foregoing provisions of this Section 13.03(a)12.3, the Trustee shall direct cause the Collateral Agent upon receipt to pay on the written request of the foregoing Officer's Certificate to pay to the Company or the Restricted Subsidiary which owned the Collateral an amount of Trust Monies Moneys of the character aforesaid equal to the amount of the expenditures or costs stated in the Officer's Officers' Certificate required by clause (i) of paragraph (a) of this Section 13.03(a)(i)(A)12.3, or the fair market value Fair Market Value to the Company or such Restricted Subsidiary of such repairs, rebuildings and replacements stated in such OfficerOfficers' Certificate (and in such Independent Appraiser's Certificateor Independent Financial Advisor's certificate, if required by paragraph (b) of this Section 12.3), whichever is less. The Trustee may provide its preliminary consent (; provided, however, that notwithstanding the above, so long as opposed to final release) no Default or Event of Default shall have occurred and be continuing, in the event that any insurance proceeds or award for such property or proceeds of such sale does not exceed the lesser of $25,000 or 1% of the principal amount of the outstanding Notes, and, in the good faith estimate of the Company or the applicable Guarantor, such destruction or damage resulting in such insurance proceeds or such taking or sale resulting in such award does not detrimentally affect the value or use of the applicable Collateral in any material respect, upon delivery to the use Trustee and the Collateral Agent of funds on deposit in an Officers' Certificate of the Insurance Company or the applicable Guarantor to such effect, the Trustee shall cause the Collateral Account upon application and evidence that such funds will be used in the manner provided herein; provided that no such funds shall be released Agent to release to the Company until or the documentation set forth above is provided.applicable Guarantor such insurance proceeds or award for such property or proceeds of such sale, free of the Lien hereof and of the applicable Security Documents; the Company shall take all steps necessary to notify the condemning authority of such assignment. 102