Common use of Withdrawal of Trust Monies for Investment in Replacement Assets Clause in Contracts

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds of an Asset Sale in assets in compliance with Section 4.06 (“Replacement Assets”), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent to the Company upon receipt by the Trustee and the Collateral Agent of the following: (a) A notice from the Company (i) referring to this Section 12.04, (ii) containing all documents referred to below, (iii) describing with particularity the Released Trust Monies, (iv) describing with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; and (b) An Officers’ Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall not result in a Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with the foregoing provisions, the Trustee shall apply the Released Trust Monies as directed and specified by the Company.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Asset Sale Proceeds of an Asset Sale in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "Released Trust Monies"), such Net Cash Asset Sale Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company Issuers (and the Trustee shall instruct the Collateral Agent to remit such Trust Monies to the Issuers) and shall be paid by the Collateral Agent to the Issuers upon a Company Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company Issuers which shall (i) referring refer to this Section 12.0411.04, (ii) containing be accompanied by all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, Monies and (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andMonies; (b) An Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Asset Sale Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement AssetsAsset) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with; (c) All documentation required under the TIA (including, without limitation, TIA Section 314(d)); (d) If the Replacement Asset proposed for investment is Real Property, the Issuers or the appropriate Guarantor shall also deliver to the Trustee: (i) an instrument or instruments in recordable form sufficient for the Lien of any applicable Mortgage to cover such Real Property which, if the Real Property is a leasehold or easement interest, shall include normal and customary provisions with respect thereto and evidence of the filing of all such financing statements and other instruments as may be necessary to perfect such Liens; (ii) a policy of title insurance (or a commitment to issue title insurance) insuring that the Lien of any applicable Mortgage constitutes a valid and perfected mortgage Lien on such Real Property (subject to no Liens other than Permitted Liens) in an aggregate amount equal to the Fair Market Value of the Real Property, together with an Officers' Certificate stating that any specific exceptions to such title insurance are Permitted Liens, together with such endorsements and other opinions as are contemplated by Section 10.02(b); (iii) in the event the Fair Market Value of the Real Property is in excess of $1.0 million, a Survey with respect thereto; and (iv) evidence of payment or a closing statement indicating payments to be made by the Issuers or the appropriate Guarantor of all title premiums, recording charges, and/or transfer taxes, if any, and other costs and expenses, including reasonable legal fees and disbursements of one counsel for the Trustee (and any local counsel), that may be incurred to validly and effectively subject the Real Property to the Lien of any applicable Collateral Document to perfect such Lien; (e) If the Replacement Asset is a personal property interest, the Issuers or the appropriate Guarantor shall deliver to the Trustee: (i) financing statements and other instruments in form sufficient to perfect the Lien of any applicable Collateral Document on such personal property interest; and (ii) evidence of payment or a closing statement indicating payments to be made by the Issuers or the appropriate Guarantor of all filing fees, recording charges and/or transfer taxes, if any, and other costs and expenses, including reasonable legal fees and disbursements of one counsel for the Collateral Agent (and any local counsel), that may be incurred to validly and effectively subject the Replacement Asset to the Lien of any Collateral Document; and (f) An Opinion of Counsel stating that the documents that have been or are therewith delivered to the Trustee in connection with an investment in Replacement Assets conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies have been complied with. Upon compliance with the foregoing provisions, the Trustee shall instruct the Collateral Agent to apply the Released Trust Monies as directed and specified by the Company.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds proceeds of an Asset Sale in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "Released Trust Monies"), such Net Cash Proceeds proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent Trustee to the Company upon a Company Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company Company, which shall (i) referring refer to this Section 12.0411.04, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall will not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with ; (c) All documentation required under the foregoing provisionsTIA (including, without limitation, TIA Section 314(d)); (d) All documentation necessary to subject such Replacement Assets to a valid first priority Lien and security interest (subject only to Liens expressly permitted by this Indenture or the relevant Collateral Documents) in favor of the Trustee shall apply for the Released Trust Monies as directed benefit of the Holders pursuant to the Collateral Documents, including, without limitation, all instruments, agreements, Opinions of Counsel, certificates and specified other documents required by the Company.Section 10.01; and

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends Issuers intend to reinvest Net Cash Proceeds of an Asset Sale in assets in compliance with Section 4.06 4.10 (“Replacement Assets”) (the “Released Trust Monies”), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company Issuers and shall be paid by the Collateral Agent to the Company Issuers upon a written notice to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A notice from Notice signed by the Company Issuers which shall (i) referring refer to this Section 12.0411.4, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; and; (b) An Officers’ Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.064.10, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. ; Upon compliance with the foregoing provisions, the Trustee shall apply the Released Trust Monies as directed and specified by the CompanyIssuers.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Collateral Proceeds of an Asset Sale in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "Released Trust Monies"), such Net Cash Collateral Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent Trustee to the Company upon a Company Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company (each, a "Trust Monies Release Notice"), which shall (i) referring refer to this Section 12.0411.04, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall will not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with ; (c) All documentation required under the foregoing provisionsTIA (including, without limitation, TIA Section 314(d)); (d) All documentation necessary to subject such Replacement Assets to a valid first priority Lien and security interest (subject only to Liens expressly permitted by this Indenture or the relevant Collateral Documents) in favor of the Trustee shall apply for the Released Trust Monies as directed benefit of the Holders pursuant to the Collateral Documents, including, without limitation, all instruments, agreements, Opinions of Counsel, certificates and specified other documents required by the Company.Section 10.01; and

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds of an Asset Sale in assets in compliance with Section 4.06 4.10 (“Replacement Assets”), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent to the Company upon receipt by the Trustee and the Collateral Agent of the following: (a) A notice from the Company (i) referring to this Section 12.0412.03, (ii) containing all documents referred to below, (iii) describing with particularity setting forth the amount of the Released Trust Monies, Monies and (iv) describing with particularity in reasonable detail the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral AgentMonies; and (b) An Officers’ Officer’s Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.064.10, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, thereof and (iv) the release of the Released Trust Monies shall not result in a Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with the foregoing provisionsprovisions of this Section 12.03, the Trustee shall apply the Released Trust Monies as directed and specified by the Company.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds proceeds of an Asset Sale in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "RELEASED TRUST MONIES"), such Net Cash Proceeds proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent Trustee to the Company upon a Company Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company Company, which shall (i) referring refer to this Section 12.0411.04, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall will not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with ; (c) All documentation required under the foregoing provisionsTIA (including, without limitation, TIA Section 314(d)); (d) All documentation necessary to subject such Replacement Assets to a valid first priority Lien and security interest (subject only to Liens expressly permitted by this Indenture or the relevant Collateral Documents) in favor of the Trustee shall apply for the Released Trust Monies as directed benefit of the Holders pursuant to the Collateral Documents, including, without limitation, all instruments, agreements, Opinions of Counsel, certificates and specified other documents required by the Company.Section 10.01; and

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company Issuer intends to reinvest Net Cash Proceeds of an Asset Sale in assets in compliance with Section 4.06 4.10 (“Replacement Assets”) (the “Released Trust Monies”), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company Issuer and shall be paid by the Collateral Agent to the Company Issuer upon a written notice to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A notice from Notice signed by the Company Issuer which shall (i) referring refer to this Section 12.0411.4, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; and; (b) An Officers’ Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.064.10, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with the foregoing provisions, the Trustee shall apply the Released Trust Monies as directed and specified by the Company.;

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Collateral Proceeds of an Asset Sale in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "RELEASED TRUST MONIES"), such Net Cash Collateral Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent Trustee to the Company upon a Company Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company Company, which shall (i) referring refer to this Section 12.0411.04, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall will not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with ; (c) All documentation required under the foregoing provisionsTIA (including, without limitation, TIA Section 314(d)); (d) All documentation necessary to subject such Replacement Assets to a valid first priority Lien and security interest (subject only to Liens expressly permitted by this Indenture or the relevant Collateral Documents) in favor of the Trustee shall apply for the Released Trust Monies as directed benefit of the Holders pursuant to the Collateral Documents, including, without limitation, all instruments, agreements, Opinions of Counsel, certificates and specified other documents required by the Company.Section 10.01; and

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds of an Asset Sale in assets in compliance with Section 4.06 4.11 (“Replacement Assets”), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent to the Company upon receipt by the Trustee and the Collateral Agent of the following: (a) A notice from the Company (i) referring to this Section 12.04, (ii) containing all documents referred to below, (iii) describing with particularity setting forth the amount of the Released Trust Monies, Monies and (iv) describing with particularity in reasonable detail the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral AgentMonies; and (b) An Officers’ Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.064.11, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, thereof and (iv) the release of the Released Trust Monies shall not result in a Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with. Upon compliance with the foregoing provisionsprovisions of this Section 12.04, the Trustee shall apply the Released Trust Monies as directed and specified by the Company.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company Issuer intends to reinvest Net Cash Proceeds of an Asset Sale in replacement assets in compliance with Section 4.06 (“Replacement Assets”the "Released Trust Monies"), such Net Cash Collateral Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company Issuer and shall be paid by the Collateral Agent Trustee to the Company Issuer upon an Issuer Order to the Trustee and upon receipt by the Trustee and the Collateral Agent of the following: (a) A a notice from signed by the Company Issuer (each, a "Trust Monies Release Notice"), which shall (i) referring refer to this Section 12.0411.04, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An an Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement Assets) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall will not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with; (c) all documentation required under the TIA (including, without limitation, TIA Section 314(d)); (d) all documentation necessary to subject such Replacement Assets to a valid Lien and security interest (subject only to Permitted Liens including, but without limitation, under the New Credit Facility) in favor of the Trustee for the benefit of the Holders pursuant to the Collateral Documents, including, without limitation, all instruments, agreements, Opinions of Counsel, certificates and other documents required by Section 10.01; and (e) an Opinion of Counsel stating: (i) that the documents that have been or are therewith (i) delivered to the Trustee in connection with an investment in replacement assets conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies have been complied with; and to the extent that such replacement assets were acquired with Net Proceeds from the sale of Collateral, the relevant Collateral Documents create a valid, binding and enforceable Lien on and security interest in such replacement assets in favor of the Trustee for the benefit of the Holders subject only to Permitted Liens including, but without limitation, under the New Credit Facility and, to the extent that a security interest in any such replacement assets may be perfected under the relevant Uniform Commercial Code, a perfected security interest in such property. Upon compliance with the foregoing provisions, the Trustee shall apply the Released Trust Monies as directed and specified by the CompanyIssuer.

Withdrawal of Trust Monies for Investment in Replacement Assets. In the event the Company intends to reinvest Net Cash Proceeds of from an Asset Sale of assets or property that constitutes Collateral in assets in compliance with Section 4.06 Replacement Assets (“Replacement Assets”the "Released Trust Monies"), such Net Cash Proceeds constituting Trust Monies (the “Released Trust Monies”) may be withdrawn by the Company and shall be paid by the Collateral Agent Trustee to the Company upon receipt by the Trustee and the Collateral Agent of the following: (a) A a written notice from signed by the Company which shall (i) referring refer to this Section 12.0412.4, (ii) containing contain all documents referred to below, (iii) describing describe with particularity the Released Trust Monies, (iv) describing describe with particularity the Replacement Assets to be invested in with respect to the Released Trust Monies and (v) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; andTrustee; (b) An an Officers’ ' Certificate certifying that (i) such Trust Monies constitute Net Cash Proceeds and are being reinvested in compliance with Section 4.06Proceeds, (ii) the release of the Released Trust Monies complies with the terms and conditions of this Indenture, (iii) there is no Default or Event of Default (both before and after investing in the Replacement AssetsAsset) in effect or continuing on the date thereof, (iv) the release of the Released Trust Monies shall not result in a Default or Event of Default hereunder and (v) all conditions precedent herein to such release have been complied with; (c) all documentation required under the TIA (including, without limitation, TIA (S) 314(d)); (d) if the Replacement Asset proposed for investment is Real Property, the Company shall also deliver to the Trustee: (i) an instrument or instruments in recordable form sufficient for the Lien of any applicable Mortgage to cover such Real Property and evidence of the filing of all such financing statements and other instruments as may be necessary to perfect such Liens; (ii) a policy of title insurance (or a commitment to issue title insurance) insuring that the Lien of any applicable Mortgage constitutes a valid and perfected mortgage Lien on such Real Property (subject to no Liens other than Collateral Permitted Liens) in an aggregate amount not less than the then fair market value of the Real Property, together with an Officers' Certificate stating that any specific exceptions to such title insurance are Permitted Liens, together with such endorsements and other opinions as are contemplated by Section 10.2(b); (iii) in the event the fair market value of the Real Property is in excess of $250,000, a survey with respect thereto; and (iv) evidence of payment or a closing statement indicating payments to be made by the Company of all title premiums, recording charges, and/or transfer taxes, if any, and other costs and expenses, including reasonable legal fees and disbursements of one counsel for the Trustee (and any local counsel), that may be incurred to validly and effectively subject the Real Property to the Lien of any applicable Security Document to perfect such Lien; (e) if the Replacement Asset is a personal property interest, the Company shall deliver to the Trustee: (i) a Security Document or an amendment to an existing Security Document and such financing statements and other instruments, if any, necessary to create and perfect the Lien of any applicable Security Document on such personal property interest; and (ii) evidence of payment or a closing statement indicating payments to be made by the Company or the appropriate Guarantor of all filing fees, recording charges and/or transfer taxes, if any, and other costs and expenses, including reasonable legal fees and disbursements of one counsel for the Trustee (and any local counsel), that may be incurred to validly and effectively subject the Replacement Asset to the Lien of any Security Document; and (f) an Opinion of Counsel substantially to the effect: (i) that the documents that have been or are therewith delivered to the Trustee in connection with an investment in Replacement Assets conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies have been complied with; and (ii) to the extent that such Replacement Assets were acquired with Net Cash Proceeds, the relevant Security Documents create a valid, binding and enforceable Lien (subject only to Collateral Permitted Liens) on and security interest in such Replacement Assets in favor of the Trustee for the benefit of the Holders. Upon compliance with the foregoing provisions, the Trustee shall apply the Released Trust Monies as directed and specified by the Company.