Common use of Retirement of Securities Clause in Contracts

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee Trust Monies and the Trustee shall hold and apply such Trust Monies from time to time to the payment of the principal on the applicable Notes, at Stated Maturity or to the purchase thereof pursuant to Sections 4.08 or 4.10, as the Company shall request, upon receipt by the Trustee of the following: (i) resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, in any case any such monies are to be applied to payment, designating Notes so to be paid and prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes to be purchased and any other provisions of this Indenture governing such purchase; (ii) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturity, which cash shall be held by the Trustee in trust for such purpose; (iii) an Officer's Certificate, dated not more than five days prior to the date of the relevant application, stating that all conditions precedent covenants herein provided for relating to such application of Trust Monies have been complied with; (iv) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investments, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, 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 this Section 13.02, the Trustee shall apply funds released from the Notes Collateral Account as directed and specified by such resolution up to, but not exceeding, the principal amount of the Notes so paid or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interest. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, for all purposes of this Indenture, be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account and any cash deposited with the Trustee, pursuant to clause (ii) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust Monies.

Retirement of Securities. The Trustee shall, or shall direct direct, as appropriate, the Collateral Agent to release deliver to the Trustee Trust Monies and the Trustee shall hold and Moneys to, apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required purchase pursuant to Section 4.06, as the Company shall request, upon receipt by the Trustee of the following: (ia) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities, so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes any Securities, to be purchased and any other provisions of this Indenture governing such purchase; (iib) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice purchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (i) that no Default exists; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investmentscash equivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount of the Notes so paid or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interest. A resolution of a majority of the Company's Board of Directors expressed Securities to be irrevocable directing the application of funds from the Notes Collateral Account under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shallso paid, for all purposes of this Indenture, be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account and any cash deposited with the Trustee, pursuant to clause (ii) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral redeemed or Trust Moniespurchased.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity when due or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 an Asset Sale Offer under Section 4.13 or 4.10, a Change of Control Offer under Section 4.15 as the Company shall requestrequest in writing, upon receipt by the Trustee of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 12.2 of a specified amount of Trust Monies Moneys and, in any case any such monies moneys are to be applied to payment, designating Notes the Securities so to be paid and and, in case any such moneys are to be applied to the purchase of Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes Securities to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)interest, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's CertificateOfficers' Certificate of the Company, dated not more than five days Business Days prior to the date of the relevant application, stating application stating (i) that no Default or Event of Default exists unless such Default or Event of Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform in all material respects to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes Securities so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to paragraph (b) of this Section 13.02 (ii) 12.2, to the extent necessary, to pay any accrued and unpaid interestinterest required in connection with such purchase. A resolution of a majority of the Company's Board of Directors Resolution expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 12.2 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause paragraph (iib) of this Section 13.02 12.2 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required repurchase pursuant to Section 4.11 or 4.16(b), as the Company shall request, upon receipt by the Trustee of the following: (ia) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities, so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes any Securities, to be purchased and any other provisions of this Indenture governing such purchase; (iib) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice purchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (i) that no Default exists; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount of the Notes Securities to be so paid paid, redeemed or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interestpurchased. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause subsection (iib) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable any Notes, at Stated Maturity when due or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 an Asset Sale Offer under Section 4.10 or 4.10a Change of Control Offer under Section 4.15, as the Company shall requestrequest in writing, upon receipt by the Trustee of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 12.02 of a specified amount of Trust Monies Moneys and, in any case any such monies moneys are to be applied to payment, designating the Notes so to be paid and and, in case any such moneys are to be applied to the purchase of Notes, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)interest, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's CertificateOfficers' Certificate of the Company, dated not more than five days Business Days prior to the date of the relevant application, stating application stating (i) that no Default or Event of Default exists unless such Default or Event of Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to paragraph (b) of this Section 13.02 (ii) 12.02, to the extent necessary, to pay any accrued and unpaid interestinterest required in connection with such purchase. A resolution of a majority of the Company's Board of Directors Resolution expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 12.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the particular Notes shall, shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account and any cash deposited with the Trustee, pursuant to clause (ii) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust Monies.Mon-

Retirement of Securities. The Subject to the terms of the Intercreditor Agreement, the Trustee shall, or shall direct direct, as appropriate, the Collateral Agent to release deliver to the Trustee Trust Monies and the Trustee shall hold and Moneys to, apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required purchase pursuant to Section 4.06, as the Company shall request, upon receipt by the Trustee of the following: (i1) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes any Securities to be purchased and any other provisions of this Indenture governing such purchase; (ii2) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice, which cash shall be held by the Trustee in trust for such purpose; (iii3) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (A) that no Default exists; and (B) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (iv4) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investmentscash equivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount of the Notes Securities to be so paid paid, redeemed or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interestpurchased. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause subsection (ii2) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable any Notes, at Stated Maturity when due or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 an Asset Sale Offer under Section 4.10 or 4.10a Change of Control Offer under Section 4.15, as the Company shall requestrequest in writing, upon receipt by the Trustee of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 12.02 of a specified amount of Trust Monies Moneys and, in any case any such monies moneys are to be applied to payment, designating the Notes so to be paid and and, in case any such moneys are to be applied to the purchase of Notes, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)interest, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's CertificateOfficers' Certificate of the Company, dated not more than five days Business Days prior to the date of the relevant application, stating application stating (i) that no Default or Event of Default exists unless such Default or Event of Default would be cured thereby; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to paragraph (b) of this Section 13.02 (ii) 12.02, to the extent necessary, to pay any accrued and unpaid interestinterest required in connection with such purchase. A resolution of a majority of the Company's Board of Directors Resolution expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 12.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the particular Notes shall, shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause paragraph (iib) of this Section 13.02 12.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct Except as otherwise required by the Collateral Agent to release to the Trustee Trust Monies and Security Documents, the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated on any Maturity Date or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 an offer to purchase under Section 4.14, or 4.10a Change of Control Offer under Section 4.17, as the Company shall requestrequest in writing, upon receipt by the Trustee of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 11.2 of a specified amount of Trust Monies Moneys and, in any case any if such monies moneys are to be applied to payment, designating Notes the Securities so to be paid and and, if such moneys are to be applied to the purchase of Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes Securities to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)interest, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's officers, Certificate, dated not more than five days Business Days prior to the date of the relevant applicationapplication stating (i) that no Default or Event of Default exists unless such Default or Event of Default would be cured thereby, stating and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes Securities so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to Section 13.02 paragraph (ii) to pay accrued and unpaid interest. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, for all purposes of this Indenture, be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account and any cash deposited with the Trustee, pursuant to clause (iib) of this Section 13.02 for 11.2, to the payment of extent necessary, to pay any accrued interest required in connection with such purchase. To the extent that any Trust Moneys consist of Trust Moneys received by the Trustee pursuant to the provisions of Section 4.16 and the Company has made an Asset Sale Offer which is not fully subscribed to by the Holders, the Trust Moneys remaining after completion of the Asset Sale Offer may be withdrawn by the Company and shall be paid by the Trustee to the Company (including Additional Amountsor as otherwise directed by the Company) upon a Company Order to the Trustee and upon receipt by the Trustee of the following: (a) A notice which shall not(A) refer to this Section 11.2 and (B) describe with particularity the Asset Sale from which such Trust Moneys were held as Collateral, after compliance the amount of Trust Moneys applied to the purchase of Securities pursuant to the Asset Sale Offer and the remaining amount of Trust Moneys to be released to the Company; (b) An officer's Certificate certifying that (A) the release of the Trust Moneys complies with the foregoing provisions terms and conditions of Section 4.14, (B) there is no Default or Event of Default in effect or continuing on the date hereof, (C) the release of the Trust Moneys will not result in a Default or Event of Default hereunder, and (D) all conditions precedent and covenants herein provided relating to such release have been complied with; (c) All documentation required under TIA Section 314(d); and -150- (d) An Opinion of Counsel stating that the documents that have been or are therewith delivered to the Collateral Agent and the Trustee conform to the requirements of this Section, be deemed Indenture and that all conditions precedent herein provided for relating to be part such application of the Collateral or Trust MoniesMoneys have been complied with.

Retirement of Securities. The Trustee shall, or shall direct direct, as appropriate, the Notes Collateral Agent to release deliver to the Trustee Trust Monies and the Trustee shall hold and Moneys to, apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required purchase pursuant to Section 4.06, as the Company shall request, upon receipt by the Trustee of the following: (i1) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities, so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount at maturity of Notes any Securities, to be purchased and any other provisions of this Indenture governing such purchase; (ii2) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice, which cash shall be held by the Trustee in trust for such purpose; (iii3) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (A) that no Default exists; and (B) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (iv4) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investments, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount at maturity of the Notes so paid or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interest. A resolution of a majority of the Company's Board of Directors expressed Securities to be irrevocable directing the application of funds from the Notes Collateral Account under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shallso paid, for all purposes of this Indenture, be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account and any cash deposited with the Trustee, pursuant to clause (ii) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral redeemed or Trust Moniespurchased.

Retirement of Securities. The Subject to the terms of the Intercreditor Agreement, the Trustee shall, or shall direct direct, as appropriate, the Collateral Agent Trustee to release deliver to the Trustee Trust Monies and the Trustee shall hold and Moneys to, apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof pursuant to Sections 4.08 upon tender or 4.10in the open market or at private sale or upon any exchange or in any one or more of such ways, as the Company shall request, upon receipt by the Trustee of the following: (i1) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys and in any case any such monies moneys are to be applied to payment, designating Notes any Securities so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes any Securities to be purchased and any other provisions of this Indenture governing such purchase; (ii2) additional cash which equals to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice, which cash shall be held by the Trustee in trust for such purpose; (iii3) an Officer's Officers’ Certificate, dated not more than five days prior to the date of the relevant application, stating stating (A) that no Default exists; and (B) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (iv4) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investmentscash equivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount of the Notes Securities to be so paid paid, redeemed or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interestpurchased. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause subsection (ii2) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity when due or to the redemption or purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 a Change of Control Offer under Section 4.15 or 4.10a Net Proceeds Offer under Section 4.16, or as the Company shall requestrequest in writing, upon receipt by the Trustee of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 15.2 of a specified amount of Trust Monies Moneys and, in any case any such monies moneys are to be applied to payment, designating Notes the Securities so to be paid and and, in case any such moneys are to be applied to the purchase of Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes Securities to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)interest, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee in trust for such purpose;; and (iiic) an Officer's CertificateOfficers' Certificate of the Company, dated not more than five days Business Days prior to the date of the relevant application, stating that all conditions precedent and covenants herein provided for relating to such application of Trust Monies have been complied with; (iv) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investments, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes Securities so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to paragraph (b) of this Section 13.02 (ii) 15.2, to the extent necessary, to pay any accrued and unpaid interestinterest required in connection with such purchase. A resolution of a majority of the Company's Board of Directors Resolution expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 15.2 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause paragraph (iib) of this Section 13.02 15.2 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall, or shall direct direct, as appropriate, the Collateral Agent to release deliver to the Trustee Trust Monies and the Trustee shall hold and Moneys to, apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final matu rity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required repurchase pursuant to Section 4.07 or 4.13, as the Company shall request, upon receipt by the Trustee of the following: (ia) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities, so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount at maturity of Notes any Securities, to be purchased and any other provisions of this Indenture governing such purchase; (iib) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice purchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (i) that no Default exists; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents docu ments and the cash or Temporary Cash Investmentscash equivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount at maturity of the Notes Securities to be so paid paid, redeemed or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interestpurchased. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, par ticular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause subsection (iib) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct the Collateral Agent to release to the Trustee apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of and interest on the applicable Notesany Securities, at Stated Maturity final maturity or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including pursuant to Sections 4.08 a redemption under Article 3 or 4.10a required repurchase pursuant to Section 4.11 or 4.16(b), as the Company shall request, upon receipt by the Trustee of the following: (ia) a resolution of a majority of the Company's Board of Directors directing the application pursuant to this Section 13.02 of a specified amount of Trust Monies and, Moneys (denominated in any U.S. dollars) and in case any such monies moneys are to be applied to payment, designating Notes any Securities, so to be paid and and, in case any such moneys are to be applied to the purchase of any Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes any Securities, to be purchased and any other provisions of this Indenture governing such purchase; (iib) additional cash which equals (denominated in U.S. dollars) to the extent necessary to fund the entire payment amount or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts), if any, required to be paid in connection with any such purchase or payment at Stated Maturityprice purchase, which cash shall be held by the Trustee in trust for such purpose; (iiic) an Officer's Officers' Certificate, dated not more than five days prior to the date of the relevant application, stating stating (i) that no Default exists; and (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with;; and (ivd) an Opinion of Counsel stating that the documents and the cash or Temporary Cash Investmentscash equivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, Trustee conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee shall apply funds released from the Notes Collateral Account Trust Moneys available therefor as directed and specified by such resolution resolution, up to, but not exceeding, the principal amount of the Notes Securities to be so paid paid, redeemed or purchased and shall apply any other funds received pursuant to Section 13.02 (ii) to pay accrued and unpaid interestpurchased. A resolution of a majority of the Company's Board of Directors expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Trustee pursuant to clause subsection (iib) of this Section 13.02 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.

Retirement of Securities. The Trustee shall direct Subject to pari passu application to the Credit Agreement Indebtedness, the Collateral Agent to release to the Trustee shall apply Trust Monies and the Trustee shall hold and apply such Trust Monies Moneys from time to time to the payment of the principal of any Securities, on the applicable Notes, at Stated any Maturity Date or to the redemption thereof or the purchase thereof upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, including, without limitation, pursuant to Sections 4.08 an offer to purchase under Section 4.13, or 4.10a Change of Control Offer under Section 4.15 (but never applied to any amount in excess of the principal amount of a Security), as the Company shall requestrequest in writing, upon receipt by the Trustee Collateral Agent of the following: (ia) resolution of a majority Board Resolutions of the Company's Board of Directors Company directing the application pursuant to this Section 13.02 12.2 and the Credit Agreement of a specified amount of Trust Monies Moneys and, in any case any such monies moneys are to be applied to payment, designating Notes the Securities so to be paid and and, in case any such moneys are to be applied to the purchase of Securities, prescribing the method of purchase, the price or prices to be paid and the maximum principal amount of Notes Securities to be purchased and any other provisions of this Indenture governing such purchase; (iib) cash which equals or exceeds in the aggregate the maximum amount of the accrued interest (including Additional Amounts)and premium, if any, required to be paid in connection with any such purchase or payment at Stated Maturitypurchase, which cash shall be held by the Trustee Collateral Agent in trust for such purpose; (iiic) an Officer's Officers' Certificate, dated not more than five days Business Days prior to the date of the relevant application, stating application stating (i) that no Default or Event of Default exists unless such Default or Event of Default would be cured thereby; (ii) that all conditions precedent and covenants herein provided for relating to such application of Trust Monies Moneys have been complied with; (iviii) that the Lenders under the Credit Agreement will not be prejudiced thereby; and (d) an Opinion of Counsel stating that the documents and the cash or Temporary Cash InvestmentsEquivalents, if any, which have been or are therewith delivered to and deposited with the Collateral Agent for the purposes of payment of the principal and interest on the Notes, at Stated Maturity or to purchase thereof pursuant to Sections 4.08 or 4.10, conform to the requirements of this Indenture and that all conditions precedent herein provided for relating to such application of Trust Monies Moneys have been complied with. Upon compliance with the foregoing provisions of this Section 13.02Section, the Trustee Collateral Agent shall apply funds released from the Notes Collateral Account Trust Moneys as directed and specified by such resolution Board Resolution, up to, but not exceeding, the principal amount of the Notes Securities so paid or purchased and shall apply any other funds received purchased, using the cash deposited pursuant to paragraph (b) of this Section 13.02 (ii) 12.2, to the extent necessary, to pay any accrued and unpaid interestinterest required in connection with such purchase. A resolution of a majority of the Company's Board of Directors Resolution expressed to be irrevocable directing the application of funds from the Notes Collateral Account Trust Moneys under this Section 13.02 12.2 to the payment of the principal and any other funds received pursuant to Section 13.02(ii) to the payment of accrued interest and unpaid interest on the Notes shall, particular Securities shall for all purposes of this Indenture, Indenture be deemed the equivalent of the deposit of money with the Trustee Collateral Agent in trust for such purpose. Such funds from the Notes Collateral Account Trust Moneys and any cash deposited with the Trustee, Collateral Agent pursuant to clause paragraph (iib) of this Section 13.02 12.2 for the payment of accrued interest (including Additional Amounts) shall not, after compliance with the foregoing provisions of this Section, be deemed to be part of the Collateral or Trust MoniesMoneys.