Common use of Optional Preservation of Trust Estate Clause in Contracts

Optional Preservation of Trust Estate. (a) If the Bonds have been declared due and payable following an Event of Default and such acceleration has not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds shall not have directed the Trustee in accordance with Section 14.15 (subject, however, to Section 14.04) to sell the Trust Estate securing such Bonds; (iii) the Trustee shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have delivered to the Trustee an agreement in writing consenting to the Trustee's taking such action pursuant to this Section 14.06. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i), in respect of which determination the Trustee may act pursuant to Section 14.06(b), any money held or collected by the Trustee with respect to the Bonds shall be applied pursuant to Section 14.09.

Optional Preservation of Trust Estate. (a) If the Bonds Notes have been declared due and payable following an Event of Default and such acceleration has declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may shall apply all distributions Remittances and other amounts receivable with respect to such the Trust Estate Estate, first, to the Issuer Expenses and then to the payment of the principal of, premium, if any, of and interest on the Bonds Notes as and when such principal and interest would have become due pursuant to the terms of Section 8.02(b) hereof and of the Bonds to such other purposes as are specified in this Indenture, with all such Remittances and other amounts being applied as if there had not been an a declaration of acceleration of the maturity Maturity of such Bondsthe Notes, provided that: (i) the Indenture Trustee shall have determined that the distributions Remittances and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, of and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and applicable Class or Classes of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such BondsNotes specified in Section 5.02 hereof; (ii) all the Holders of the Bonds Notes shall not have directed the Indenture Trustee in accordance with Section 14.15 5.14 (subject, however, to Section 14.045.18(b)) to sell the Trust Estate securing such BondsNotes; (iii) there shall have been delivered to the Indenture Trustee an Opinion of Counsel to the effect that notwithstanding the acceleration of the Maturity of the Notes, but after giving effect to the provisions of this Section 5.05; (A) in accordance with the provisions of this Section 5.05, the Issuer is legally obligated to make payments of principal of and interest on the Notes and perform its obligations hereunder in the same manner and amounts as it was legally obligated to make such payments prior to the acceleration of the Maturity of the Notes; and (B) such obligation is legally enforceable under applicable law, subject to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law). (iv) unless the Trust Estate has already been acquired by the Indenture Trustee in a Sale conducted pursuant to Section 5.18 or the lien of this Indenture has been otherwise foreclosed and all rights of the Issuer in the Trust Estate have been terminated by such foreclosure, the Issuer shall not have exercised the Issuer's rights, if any, under applicable law to compel the Sale of the Trust Estate; and (v) if the Indenture Trustee shall have delivered written notice acquired the entire Trust Estate by purchasing it at any public or private Sale conducted pursuant to Section 5.18, or the lien of this Indenture shall have been otherwise foreclosed and all rights of the Issuer that it proposes to retain in the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days have been terminated by such foreclosure, there shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have been delivered to the Indenture Trustee an agreement in writing consenting Opinion of Counsel to the Trustee's taking effect that: (A) the Trust Estate will not as a result of such action pursuant be deemed an association taxable as a corporation under the Code; and (B) notwithstanding the acquisition of the Trust Estate by the Indenture Trustee, the rights, powers and duties of the Indenture Trustee with respect to the Trust Estate (or the proceeds thereof) and the Noteholders and the rights of the Noteholders shall continue to be governed by the terms of this Section 14.06Indenture. (b) The Indenture Trustee may, but need not, obtain and may in its sole discretion rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 5.05 and as to the sufficiency of the distributions Remittances and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, of and interest on the BondsNotes, which opinion shall be conclusive evidence as to such feasibility or sufficiency. Such an opinion may, but need not, be obtained by the Indenture Trustee in its sole discretion or may be delivered to the Indenture Trustee by an Independent investment banking firm of national reputation engaged by the Issuer to prepare and deliver such opinion. (c) Until Pending determination by the conditions of clauses (i) through (iii) of Indenture Trustee as to whether the criteria set forth in subsection (a) of this Section 14.06 5.05 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a)satisfied, all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions Remittances and other amounts receivable with respect to such the Trust Estate shall be applied first to payment of Issuer Expenses that consist of the fees and expenses of, and other amounts payable to, the Owner Trustee, the Indenture Trustee and the Successor Servicer, and the Servicing Fee and then pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i8.02(b) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, the principal of and interest on the Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds Notes if there had not been an a declaration of acceleration of the maturity Maturity of the Bonds; provided, however, that if Notes. The Indenture Trustee shall make its determination whether the Trustee is unable to make the determination required by Section 14.06 criteria set forth in subsection (a) of this Section 5.05 can be satisfied as promptly as practicable following any declaration of acceleration of the Maturity of the Notes. (i)d) If the Indenture Trustee determines that the criteria set forth in subsection (a) of this Section 5.05 are not or cannot be satisfied, in respect of which determination the Trustee may act pursuant to Section 14.06(b), any money held or then all amounts collected by the Indenture Trustee with respect pursuant to the Bonds this Section 5.05 or otherwise shall be applied pursuant to in accordance with Section 14.095.08.

Optional Preservation of Trust Estate. (a) If the Bonds Notes have been declared due and payable following an Event of Default and such acceleration has declaration and its consequences have not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions Remittances and other amounts receivable with respect to such the Trust Estate Estate, first, to the Issuer Expenses and then to the payment of the principal of, premium, if any, of and interest on the Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds Notes and to such other purposes as are specified in this Indenture, with all such Remittances and other amounts being applied as if there had not been an a declaration of acceleration of the maturity Maturity of such Bondsthe Notes, provided that: (i) the Trustee shall have determined that the distributions Remittances and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, of and interest on such Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees Notes if there had not been an a declaration of acceleration of the maturity Maturity of such Bondsthe Notes; (ii) the Holders of the Bonds Notes shall not have directed the Trustee in accordance with Section 14.15 5.14 (subject, however, to Section 14.045.18(b)) to sell the Trust Estate securing such BondsNotes; (iii) the Trustee there shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have been delivered to the Trustee an agreement in writing consenting Opinion of Counsel to the Trustee's taking such action pursuant effect that notwithstanding the acceleration of the Maturity of the Notes, but after giving effect to the provisions of this Section 14.06.5.05: (a) in accordance with the provisions of this Section 5.05, the Issuer is legally obligated to make payments of principal of and interest on the Notes and perform its obligations hereunder in the same manner and amounts as it was legally obligated to make such payments prior to the acceleration of the Maturity of the Notes; and (b) such obligation is legally enforceable under applicable law, subject to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law); (iv) unless the Trust Estate has already been acquired by the Trustee in a Sale conducted pursuant to Section 5.18 or the lien of this Indenture has been otherwise foreclosed and all rights of the Issuer in the Trust Estate have been terminated by such foreclosure, the Issuer shall not have exercised the Issuer's rights, if any, under applicable law to compel the Sale of the Trust Estate; (v) there shall be no uncured Event of Default of the type described in Section 5.01(2) or (3); and (vi) if the Trustee shall have acquired the entire Trust Estate by purchasing it at any public or private Sale conducted pursuant to Section 5.18, or the lien of this Indenture shall have been otherwise foreclosed and all rights of the Issuer in the Trust Estate have been terminated by such foreclosure, there shall have been delivered to the Trustee an Opinion of Counsel to the effect that: (a) the Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Internal Revenue Code of 1986 (or any successor federal income tax statute) and (b) notwithstanding the acquisition of the Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to the Trust Estate (or the proceeds thereof) and the Noteholders and the rights of the Noteholders shall continue to be governed by the terms of this Indenture. (c) The Trustee may, but need not, obtain and may in its sole discretion rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 5.05 and as to the sufficiency of the distributions Remittances and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, of and interest on the BondsNotes, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following . Such an Event of Default or until the Trustee determines to take the action specified in said subsection (a)opinion may, all amounts collected but need not, be obtained by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and or may be delivered to the extent permitted Trustee by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion Independent investment banking firm of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate national reputation engaged by the Trustee, the rights, powers Issuer to prepare and duties of the Trustee with respect to deliver such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indentureopinion. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i), in respect of which determination the Trustee may act pursuant to Section 14.06(b), any money held or collected by the Trustee with respect to the Bonds shall be applied pursuant to Section 14.09.

Optional Preservation of Trust Estate. If (ai) If the Bonds have been declared due and payable following an Event of Default and such acceleration has not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions occurred and other amounts receivable be continuing with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds shall not have directed the Trustee in accordance with Section 14.15 (subject, however, to Section 14.04) to sell the Trust Estate securing such Bonds; (iii) the Trustee shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have delivered to the Trustee an agreement in writing consenting to the Trustee's taking such action pursuant to this Section 14.06. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code Notes and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds no Notes have been declared due and payable, then or such declaration and its consequences have been annulled and rescinded, the Indenture Trustee mayshall, at the direction of MBIA. or if an MBIA Default has occurred, the Indenture Trustee may in its sole discretion if it determines it to be in the best interests of the Holders of the Notes and shall, upon request from the Holders of a majority in Outstanding Principal Amount of all Notes, elect, by giving written notice of such election to the extent permitted by applicable lawIssuer, to take possession of and retain the Trust Estate securing the Bonds without compliance with this Section 14.06 Notes intact, collect or cause the collection of the proceeds thereof and make and apply all distributions payments and other amounts receivable deposits and maintain all accounts in respect of such Notes in accordance with respect to such Trust Estate to the payment provisions of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and Article Twelve of the Bonds if there had not been an acceleration of Indenture. If the maturity of the Bonds; provided, however, that if the Indenture Trustee is unable to make or is stayed from giving such notice to the Issuer for any reason whatsoever, such election shall be effective as of the time of such determination required by Section 14.06 or request, as the case may be, notwithstanding any failure to give such notice, and the Indenture Trustee shall give such notice upon the removal or cure of such inability or stay (a) (ibut shall have no obligation to effect such removal or cure), in respect of which determination the Trustee . Any such election may act pursuant to Section 14.06(b), any money held or collected by the Trustee be rescinded with respect to any portion of the Bonds shall be applied pursuant Trust Estate securing the Notes remaining at the time of such rescission by written notice to Section 14.09the Indenture Trustee and the Issuer from MBIA or, if an MBIA Default has occurred, from the Holders of a majority in Outstanding Principal Amount of all Notes.

Optional Preservation of Trust Estate. (a) If the Bonds have been declared due and payable following an Event of Default and such acceleration has not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, ; refrain from selling the Trust Estate securing the Bonds and may apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds shall not have directed the Trustee in accordance with Section 14.15 (subject, however, to Section 14.04) to sell the Trust Estate securing such Bonds; (iii) the Trustee shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's ’s obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's ’s taking such action or the Issuer shall have delivered to the Trustee an agreement in writing consenting to the Trustee's ’s taking such action pursuant to this Section 14.06. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iiiill) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and arid to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Trust. Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i), in respect of which determination the Trustee may act pursuant to Section 14.06(b14.06{b), any money held or collected by the Trustee with respect to the Bonds shall be applied pursuant to Section 14.09.

Optional Preservation of Trust Estate. (a) If In connection with an Issue of Debt Securities if (i) an Event of Default shall have occurred and be continuing and (ii) the Bonds Securities shall not have been declared due and payable following an Event of Default or such declaration and such acceleration has not its consequences have been rescinded annulled and annulledrescinded, the Trustee may, in its sole discretion discretion, and shall, upon request from the Determining Party (50.1%), in each case only to the extent permitted by applicable law, refrain from selling elect, by giving written notice of such election to the Company and all Holders, to take possession of and retain the Trust Estate securing intact, collect or cause the Bonds collection of the proceeds thereof and may make and apply all distributions payments and other amounts receivable deposits and maintain all accounts in accordance with respect to such Trust Estate to the payment provisions of the principal of, premium, if any, and interest on the Bonds Supplement as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an a declaration of acceleration of the maturity of such Bondsthe Debt Securities, provided that: (i) the Trustee shall have determined that the distributions and other amounts receivable with respect to the such Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, of and interest on such Bonds the Securities as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees Securities if there had not been an a declaration of acceleration of the maturity of such Bondsthe Securities; (ii) the Holders of the Bonds Determining Party (50.1%) shall not have directed the Trustee in accordance with Section 14.15 6.14 (subject, however, to Section 14.046.18(b)) to sell the Trust Estate securing such BondsEstate; (iii) the Trustee shall have delivered written notice received an Opinion of Counsel to the Issuer effect that it proposes notwithstanding any acceleration of the maturity of the Debt Securities, the failure to retain accelerate such Debt Securities or the annulment of any such declaration of acceleration: (A) in accordance with the provisions of this Section 6.05, the Company is and remains legally obligated to make payments of principal of and interest on the Debt Securities and to perform its other obligations under the Trust Estate Agreement and any related documents in satisfaction the same manner and amounts as it was legally obligated to make such payments and perform such obligations prior to any acceleration of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from maturity of the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action Debt Securities or the Issuer taking of the actions contemplated by this Section 6.05, (B) such obligation of the Company is legally enforceable under applicable law, subject to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law); and (C) covering such other matters as may reasonably be requested by the Trustee or the Deternining Party (50.1%); and (iv) the Company shall have delivered to the Trustee Trustee, and the Company hereby agrees to so execute and deliver, an agreement in writing consenting to the Trustee's taking such action pursuant to this Section 14.066. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i), in respect of which determination the Trustee may act pursuant to Section 14.06(b), any money held or collected by the Trustee with respect to the Bonds shall be applied pursuant to Section 14.09.

Optional Preservation of Trust Estate. If (ai) If the Bonds have been declared due and payable following an Event of Default and such acceleration has not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions occurred and other amounts receivable be continuing with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds shall not have directed the Trustee in accordance with Section 14.15 (subject, however, to Section 14.04) to sell the Trust Estate securing such Bonds; (iii) the Trustee shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have delivered to the Trustee an agreement in writing consenting to the Trustee's taking such action pursuant to this Section 14.06. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code Notes and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds no Notes have been declared due and payable, then or such declaration and its consequences have been annulled and rescinded, the Indenture Trustee mayshall, at the direction of the Bond Insurer, or if a Bond Insurer Default has occurred and is continuing, the Indenture Trustee may in its sole discretion if it determines it to be in the best interests of the Holders of the Notes and upon request from the Holders of a majority in principal amount of the Outstanding Notes, elect, by giving written notice of such election to the extent permitted by applicable lawIssuer, to take possession of and retain the Trust Estate securing the Bonds without compliance with this Section 14.06 Notes intact, collect or cause the collection of the proceeds thereof and make and apply all distributions payments and other amounts receivable deposits and maintain all accounts in respect of such Notes in accordance with respect to such Trust Estate to the payment provisions of principal, premium, if any, and interest on Article Twelve of this Indenture. If the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Indenture Trustee is unable to make or is stayed from giving such notice to the Issuer for any reason whatsoever, such election shall be effective as of the time of such determination required by Section 14.06 or request as the case may be, notwithstanding any failure to give such notice, and the Indenture Trustee shall give such notice upon the removal or cure of such inability or stay (a) (ibut shall have no obligation to effect such removal or cure), in respect of which determination the Trustee . Any such election may act pursuant to Section 14.06(b), any money held or collected by the Trustee be rescinded with respect to any portion of the Bonds shall be applied pursuant Trust Estate securing the Notes remaining at the time of such rescission by written notice to Section 14.09the Indenture Trustee and the Issuer from the -66- 66 Bond Insurer or, if a Bond Insurer Default has occurred and is continuing, from the Holders of a majority in principal amount of the Outstanding Notes.

Optional Preservation of Trust Estate. (a) If the Bonds have been declared due and payable following an Event of Default and such acceleration has not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees if there had not been an acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds shall not have directed the Trustee in accordance with Section 14.15 (subject, however, to Section 14.04) to sell the Trust Estate securing such Bonds; (iii) the Trustee shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's ’s obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's ’s taking such action or the Issuer shall have delivered to the Trustee an agreement in writing consenting to the Trustee's ’s taking such action pursuant to this Section 14.06. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 and as to the sufficiency of the distributions and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, and interest on the Bonds, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iii) of subsection (a) of this Section 14.06 are satisfied with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i), in respect of which determination the Trustee may act pursuant to Section 14.06(b), any money held or collected by the Trustee with respect to the Bonds shall be applied pursuant to Section 14.09.

Optional Preservation of Trust Estate. (a) If the Bonds of a Series have been declared due and payable following an Event of Default and such acceleration has declaration and its consequences have not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds such Series and may in such event shall apply all distributions Distributions and other amounts receivable with respect to such Trust Estate to the payment of the principal of, premium, if any, of and 100 interest on the Bonds of such Series as and when such principal and interest would have become due pursuant to the terms hereof and of the such Bonds if there had not been an a declaration of acceleration of the maturity of such Bonds, provided that: (i) the Trustee shall have determined that the distributions Distributions and other amounts receivable with respect to the such Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, of and interest on such Bonds as and when such principal and interest would have become due pursuant to the terms hereof hereof, of the related Terms Indenture and of the such Bonds and Trustee fees if there had not been an a declaration of acceleration of the maturity of such Bonds; (ii) the Holders of the Bonds of such Series shall not have directed the Trustee in accordance with Section 14.15 5.14 (subject, however, to Section 14.045.18(b)) to sell the Trust Estate securing such Bonds; (iii) the Trustee if there are any Compound Interest Bonds of such Series then Outstanding, there shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have been delivered to the Trustee an agreement in writing consenting Opinion of Counsel to the Trustee's effect that notwithstanding the acceleration of the maturity of such Compound Interest Bond; (A) the Issuer is legally obligated to make payments of principal of and interest on such Compound Interest Bonds in the same manner and amounts as it was legally obligated to make such payments prior to the acceleration of the maturity of such Compound Interest Bonds, and (B) such obligation is legally enforceable under applicable law, subject to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law); (iv) the Issuer shall have complied with the conditions applicable to the taking of such action pursuant to this Section 14.069-505 of the Uniform Commercial Code as adopted and in effect in the applicable jurisdiction (if any) or any similar provision of applicable law; and (v) provision reasonably satisfactory to the Trustee shall have been made for payment of the Trustee's fees and expenses. (b) The Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking firm of national reputation or of a firm of Independent Accountants of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 5.05 and as to the sufficiency of the distributions Distributions and other amounts receivable with respect to the Trust Estate securing the Bonds affected Series to make the required payments of principal of, premium, if any, of and interest on the BondsBonds of such Series, which opinion shall be conclusive evidence as to such feasibility or sufficiency. (c) Until the conditions of clauses (i) through (iiiiv) of subsection (a) of this Section 14.06 5.05 are satisfied with respect to the a Series of Bonds that have been declared due and 101 payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), then all amounts collected by the Trustee with respect to the Bonds such Series pursuant to this Article XIV V, or otherwise shall be applied in accordance with Section 14.06(a) and thereafter shall be applied in accordance with Section 14.095.08; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds such Series by purchasing it at any public or private sale Sale conducted pursuant to Section 14.045.18, the Trustee mayshall, in its sole discretion and to the extent permitted by applicable law, apply all distributions Distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), 5.05(a) if the Trustee determines that the conditions set forth in Section 14.06(a)(i5.05(a)(i) and (iiiiv) are satisfied and if the Trustee obtains (i) if no election has been made or will be made to treat the Trust Estate securing the Series or the Issuer as a REMIC, an Opinion of Counsel to the effect that: (i) that such Trust Estate will not as a result of such action be deemed to be an association taxable as a corporation under the Code and federal tax laws, (ii) except as otherwise provided in the related Terms Indenture, a Non-Disqualification Opinion (if an election has been made or will be made to treat the Trust Estate securing the Series or the Issuer as a REMIC) and (iii) an Opinion of Counsel to the effect that, notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, Bondholders and the respective rights of such Bondholders shall continue to be governed by the terms of this the Indenture and the related Terms Indenture. (d) Notwithstanding anything in this the Indenture to the contrary, if an Event of Default specified in Section 5.01(a) or (b) is the Event of Default, or one of the Events of Default, on the basis of which the Bonds of a Series have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, but subject to Section 5.14, retain the Trust Estate securing the Bonds such Series without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, and interest on the Bonds as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds if there had not been an acceleration of the maturity of the Bonds; 5.05 provided, however, that if the Trustee is unable to make the determination required by Section 14.06 (a) (i5.05(a)(i), in respect of which determination the Trustee may act pursuant to Section 14.06(b5.05(b), any money held or collected by the Trustee all Distributions and other amounts receivable with respect to the Bonds Trust Estate shall be applied by the Trustee pursuant to Section 14.095.08.

Optional Preservation of Trust Estate. (a) If the Bonds Notes have been declared due and payable following an Event of Default and such acceleration has declaration and its consequences have not been rescinded and annulled, the Trustee may, in its sole discretion and to the extent permitted by applicable law, refrain from selling the Trust Estate securing the Bonds and may apply all distributions Remittances and other amounts receivable with respect to such the Trust Estate Estate, first, to the Issuer Expenses and then to the payment of the principal of, premium, if any, of and interest on the Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds Notes and to such other purposes as are specified in this Indenture, with all such Remittances and other amounts being applied as if there had not been an a declaration of acceleration of the maturity Maturity of such Bondsthe Notes, provided that: (i) the Trustee shall have determined that the distributions Remittances and other amounts receivable with respect to the Trust Estate are sufficient to provide the funds required to pay the principal of, premium, if any, of and interest on such Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds and Trustee fees Notes if there had not been an a declaration of acceleration of the maturity Maturity of such Bondsthe Notes; (ii) the Holders of the Bonds Notes shall not have directed the Trustee in accordance with Section 14.15 5.14 (subject, however, to Section 14.045.18(b)) to sell the Trust Estate securing such BondsNotes; (iii) the Trustee there shall have delivered written notice to the Issuer that it proposes to retain the Trust Estate in satisfaction of the Issuer's obligations hereunder and either twenty-one (21) days shall have elapsed from the date the notice was sent during which the Issuer shall have failed to object in writing to the Trustee's taking such action or the Issuer shall have been delivered to the Trustee an agreement in writing consenting Opinion of Counsel to the Trusteeeffect that notwithstanding the acceleration of the Maturity of the Notes, but after giving effect to the provisions of this Section 5.05: (A) in accordance with the provisions of this Section 5.05, the Issuer is legally obligated to make payments of principal of and interest on the Notes and perform its obligations hereunder in the same manner and amounts as it was legally obligated to make such payments prior to the acceleration of the Maturity of the Notes; and (B) such obligation is legally enforceable under applicable law, subject to bankruptcy, reorganization, insolvency and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless whether such enforceability is considered in a proceeding in equity or at law); (iv) unless the Trust Estate has already been acquired by the Trustee in a Sale conducted pursuant to Section 5.18 or the lien of this Indenture has been otherwise foreclosed and all rights of the Issuer in the Trust Estate have been terminated by such foreclosure, the Issuer shall not have exercised the Issuer's taking rights, if any, under applicable law to compel the Sale of the Trust Estate; (v) there shall be no uncured Event of Default of the type described in Section 5.01(2) or (3); and (vi) if the Trustee shall have acquired the entire Trust Estate by purchasing it at any public or private Sale conducted pursuant to Section 5.18, or the lien of this Indenture shall have been otherwise foreclosed and all rights of the Issuer in the Trust Estate have been terminated by such foreclosure, there shall have been delivered to the Trustee an Opinion of Counsel to the effect that: (A) the Trust Estate will not as a result of such action pursuant be deemed an association taxable as a corporation under the Internal Revenue Code of 1986 (or any successor federal income tax statute) and (B) notwithstanding the acquisition of the Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to the Trust Estate (or the proceeds thereof) and the Noteholders and the rights of the Noteholders shall continue to be governed by the terms of this Section 14.06Indenture. (b) The Trustee may, but need not, obtain and may in its sole discretion rely upon an opinion of an Independent investment banking firm of national reputation as to the feasibility of any action proposed to be taken in accordance with subsection (a) of this Section 14.06 5.05 and as to the sufficiency of the distributions Remittances and other amounts receivable with respect to the Trust Estate securing the Bonds to make the required payments of principal of, premium, if any, of and interest on the BondsNotes, which opinion shall be conclusive evidence as to such feasibility or sufficiency. Such an opinion may, but need not, be obtained by the Trustee in its sole discretion or may be delivered to the Trustee by an Independent investment banking firm of national reputation engaged by the Issuer to prepare and deliver such opinion. (c) Until Pending determination by the conditions of clauses (i) through (iii) of Trustee as to whether the criteria set forth in subsection (a) of this Section 14.06 5.05 are satisfied satisfied, all Remittances and other amounts receivable with respect to the Bonds that have been declared due and payable following an Event of Default or until the Trustee determines to take the action specified in said subsection (a), all amounts collected by the Trustee with respect to the Bonds pursuant to this Article XIV or otherwise Trust Estate shall be applied in accordance with Section 14.06(a5.05(a) first to payment of Issuer Expenses and thereafter shall be applied in accordance with Section 14.09; provided, however, that if the Trustee shall have acquired the entire Trust Estate securing the Bonds by purchasing it at any public or private sale conducted pursuant to Section 14.04, the Trustee may, in its sole discretion and to the extent permitted by applicable law, apply all distributions and other amounts receivable with respect to such Trust Estate pursuant to Section 14.06(a), if the Trustee determines that the conditions set forth in Section 14.06(a)(i) and (iii) are satisfied and if the Trustee obtains an Opinion of Counsel to the effect that: (i) such Trust Estate will not as a result of such action be deemed an association taxable as a corporation under the Code and (ii) notwithstanding the acquisition of such Trust Estate by the Trustee, the rights, powers and duties of the Trustee with respect to such Trust Estate (or the proceeds thereof) and the related Bondholders, and the respective rights of such Bondholders shall continue to be governed by the terms of this Indenture. (d) Notwithstanding anything in this Indenture to the contrary, if the Bonds have been declared due and payable, then the Trustee may, in its sole discretion and to the extent permitted by applicable law, retain the Trust Estate securing the Bonds without compliance with this Section 14.06 and apply all distributions and other amounts receivable with respect to such Trust Estate to the payment of principal, premium, if any, the principal of and interest on the Bonds Notes as and when such principal and interest would have become due pursuant to the terms hereof and of the Bonds Notes if there had not been an a declaration of acceleration of the maturity Maturity of the Bonds; provided, however, that if Notes. The Trustee shall make its determination whether the Trustee is unable to make the determination required by Section 14.06 criteria set forth in subsection (a) of this Section 5.05 can be satisfied as promptly as practicable following any declaration of acceleration of the Maturity of the Notes. (i), in respect of which determination d) If the Trustee may act pursuant to determines that the criteria set forth in subsection (a) of this Section 14.06(b)5.05 are not or cannot be satisfied, any money held or then all amounts collected by the Trustee with respect pursuant to the Bonds this Section 5.05 or otherwise shall be applied pursuant to in accordance with Section 14.095.08.