Common use of Trust Moneys Clause in Contracts

Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used, pursuant to the terms of the Common Security and Intercreditor Agreement, to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent in accordance with the Common Security and Intercreditor Agreement. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the Fair Market Value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with the Common Security and Intercreditor Agreement. To the extent Trust Moneys consist of Collateral Proceeds, and the Company intends to reinvest such proceeds in the Company or in one or more Subsidiaries in a Related Business, such Trust Moneys shall be permitted, subject to the terms of the Common Security and Intercreditor Agreement, to be withdrawn by the Company upon delivery to the Trustee and the Collateral Agent of (a) a Company Order regarding such withdrawal, (b) an Officers' Certificate certifying compliance with the Indenture, (c) instruments granting the Collateral Agent first priority Liens, for the benefit of the Trustee (for itself and the Holders), for the Administrative Agent (for itself and the Lenders) and for the New Tranche A Notes Indenture Trustee (for itself and the New Tranche A Note Holders) on the real or personal property interests in which the Company or any Subsidiary have invested, and (d) an Opinion of Counsel as to the instruments governing such Liens and security interests, all in accordance with the Common Security and Intercreditor Agreement. Subject to the terms of the Common Security and Intercreditor Agreement, Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, and interest on the Securities, or (y) to the extent otherwise permitted by the Indenture, to redeem or repurchase Securities, including, without limitation, pursuant to a Change of Control Offer or (to the extent such Trust Moneys constitute proceeds from Asset Sales) an Asset Sale Offer, or (z) at the direction of PCI, the Company and each Guarantor, to pay any other Indebtedness secured by liens in the Collateral (but only to the extent such Trust Moneys constitute Collateral Proceeds). In each case, the Trustee and each Collateral Agent shall receive (a) resolutions of the Boards of Directors of the PCI, the Company and each Guarantor directing such application, (b) an Officers' Certificate, and (c) an Opinion of Counsel, and the Collateral Agent shall receive cash equaling the accrued interest, if any, required to be paid in connection with such payment or purchase. Trust Moneys received by each Collateral Agent or the Trustee pursuant to an Asset Sale Offer remaining after the completion of such Asset Sale Offer shall be permitted to be withdrawn by the Company upon request of the Company in compliance with Section 103 and delivery of an Officers' Certificate and an Opinion of Counsel, all in accordance with, and subject to, the Common Security and Intercreditor Agreement. Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 314(d) of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the Fair Market Value of Collateral being released from the Liens of the Security Documents.

Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used, pursuant to the terms of the Common Security and Intercreditor Agreement, to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent in accordance with the Common Security and Intercreditor Agreement. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the Fair Market Value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with the Common Security and Intercreditor Agreement. To the extent Trust Moneys consist of Collateral Proceeds, and the Company intends to reinvest such proceeds in the Company or in one or more Subsidiaries in a Related Business, such Trust Moneys shall be permitted, subject to the terms of the Common Security and Intercreditor Agreement, to be withdrawn by the Company upon delivery to the Trustee and the Collateral Agent of (a) a Company Order regarding such withdrawal, (b) an Officers' Certificate certifying compliance with the Indenture, (c) instruments granting the Collateral Agent first priority Liens, for the benefit of the Trustee (for itself and the Holders), for the Administrative Agent (for itself and the Lenders) and for the New Tranche A Notes Indenture Trustee (for itself and the New Tranche A Note Holders) on the real or personal property interests in which the Company or any Subsidiary have invested, and (d) an Opinion of Counsel as to the instruments governing such Liens and security interests, all in accordance with the Common Security and Intercreditor Agreement. 152 Subject to the terms of the Common Security and Intercreditor Agreement, Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, and interest on the Securities, or (y) to the extent otherwise permitted by the Indenture, to redeem or repurchase Securities, including, without limitation, pursuant to a Change of Control Offer or (to the extent such Trust Moneys constitute proceeds from Asset Sales) an Asset Sale OfferSale, or (z) at the direction of PCI, the Company and each Guarantor, to pay any other Indebtedness secured by liens in the Collateral (but only to the extent such Trust Moneys constitute Collateral Proceeds). In each case, case the Trustee and each Collateral Agent shall receive (a) resolutions of the Boards of Directors of the PCI, the Company and each Guarantor directing such application, (b) an Officers' Certificate, and (c) an Opinion of Counsel, and the Collateral Agent shall receive cash equaling the accrued interest, if any, required to be paid in connection with such payment or purchase. Trust Moneys received by each Collateral Agent or the Trustee pursuant to an Asset Sale Offer remaining after the completion of such Asset Sale Offer shall be permitted to be withdrawn by the Company upon request of the Company in compliance with Section 103 and delivery of an Officers' Certificate and an Opinion of Counsel, all in accordance with, and subject to, the Common Security and Intercreditor Agreement. Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 314(d) of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the Fair Market Value of Collateral being released from the Liens of the Security Documents.

Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used, pursuant to the terms of the Common Security and Intercreditor Agreement, used to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent in accordance with Agent, at the Common Security and Intercreditor Agreementdirection of the Trustee, upon a Company Order to reimburse the Company for expenditures made or costs incurred to repair, rebuild or replace the destroyed, damaged, or taken Collateral, upon confirmation by the Trustee that it has received the appropriate documentation. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the Fair Market Value fair market value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with the Common Security and Intercreditor Agreement. To the extent Trust Moneys consist of Collateral Proceeds, and the Company intends to reinvest such proceeds in the Company or in one or more Restricted Subsidiaries in a Related Business, such Trust Moneys shall be permitted, subject to the terms of the Common Security and Intercreditor Agreement, permitted to be withdrawn by the Company upon delivery to the Trustee and the Collateral Agent of (a) a Company Order regarding such withdrawal, (b) an Officers' Certificate certifying compliance with the this Indenture, (c) instruments granting the Collateral Agent Agent, first priority Liensliens, for the benefit of (i) the Trustee (Trustee, for itself and the Holders), for and (ii) the Administrative Agent (Term Loan Agent, for itself and the Lenders) and for the New Tranche A Notes Indenture Trustee (for itself and the New Tranche A Note Holders) other Term Loan Agreement lenders on the real or personal property interests in which the Company or any Restricted Subsidiary have invested, and (d) an Opinion opinion of Counsel counsel as to the instruments governing such Liens and security interests, all in accordance with the Common Security and Intercreditor Agreement. Subject to the terms of the Common Security and Intercreditor Agreement, Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, interest and interest Liquidated Damages, if any, on the Securities, or (y) to the extent otherwise permitted by the this Indenture, to redeem or repurchase Securities, including, without limitation, pursuant to a Change of Control Offer or (to the extent such Trust Moneys constitute proceeds from Asset Sales) an Asset Sale Offer, or (z) at the direction of PCI, the Company and each Guarantor, to pay any other Indebtedness secured by liens in the Collateral (but only to the extent such Trust Moneys constitute Collateral Proceeds). In each case, the Trustee and each Collateral Agent shall receive (a) resolutions of the Boards of Directors of the PCI, the Company and each Guarantor directing such application, (b) an Officers' Certificate, and (c) an Opinion of Counsel, and the Collateral Agent shall receive cash equaling the accrued interest, if any, required to be paid in connection with such payment or purchase. Trust Moneys received by each Collateral Agent or the Trustee pursuant to an Asset Sale Offer remaining after the completion of such Asset Sale Offer shall be permitted to be withdrawn by the Company upon request of the Company in compliance with Section 103 and delivery of an Officers' Certificate and an Opinion of Counsel, all in accordance with, and subject to, the Common Security and Intercreditor Agreement. Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 314(d) of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the Fair Market Value fair value of Collateral being released from the Liens of the Security Documents.

Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used, pursuant to the terms of the Common Security and Intercreditor Agreement, used to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent in accordance with the Common Security and Intercreditor Agreement. The Company shall deliver (a) an Officers' Certificate certifying as to expenditures made or costs incurred, the necessity or desirability in the conduct of the Company's business of the repaired, rebuilt, or replaced property, and the Fair Market Value of such property as of the date of the expenditures, (b) an Opinion of Counsel as to the validity and perfection of the Collateral Agent's lien on the repaired or replaced Collateral and (c) an architect's certificate as to the costs of such restoration and compliance with law, all in accordance with the Common Security and Intercreditor Agreement. To the extent Trust Moneys consist of Collateral Proceeds, and the Company intends to reinvest such proceeds in the Company or in one or more Subsidiaries in a Related Business, such Trust Moneys shall be permitted, subject to the terms of the Common Security and Intercreditor Agreement, permitted to be withdrawn by the Company upon delivery to the Trustee and the Collateral Agent of (a) a 125 138 Company Order regarding such withdrawal, (b) an Officers' Certificate certifying compliance with the Indenture, (c) instruments granting the Collateral Agent first priority Liens, for the benefit of the Trustee (Trustee, for itself and the Holders), for and the Administrative Agent (Agent, for itself and the Lenders) and for the New Tranche A Notes Indenture Trustee (for itself and the New Tranche A Note Holders) Lenders on the real or personal property interests in which the Company or any Subsidiary have invested, and (d) an Opinion of Counsel as to the instruments governing such Liens and security interests, all in accordance with the Common Security and Intercreditor Agreement. Subject to the terms of the Common Security and Intercreditor Agreement, Trust Moneys shall be permitted to be applied from time to time (x) to the payment of principal, premium, if any, and interest on the Securities, or (y) to the extent otherwise permitted by the Indenture, to redeem or repurchase Securities, including, including without limitation, limitation pursuant to a Change of Control Offer or (to the extent such Trust Moneys constitute proceeds from Asset Sales) an Asset Sale Offer, or (z) at the direction of PCI, the Company and each Guarantor, to pay any other Indebtedness secured by liens in the Collateral (but only to the extent such Trust Moneys constitute Collateral Proceeds). In each case, case the Trustee and each Collateral Agent shall receive (a) resolutions of the Boards of Directors of the PCI, the Company and each Guarantor directing such application, (b) an Officers' Certificate, and (c) an Opinion of Counsel, and the Collateral Agent shall receive cash equaling the accrued interest, if any, required to be paid in connection with such payment or purchase. Trust Moneys received by each Collateral Agent or the Trustee pursuant to an Asset Sale Offer remaining after the completion of such Asset Sale Offer shall be permitted to be withdrawn by the Company upon request of the Company in compliance with Section 103 and delivery of an Officers' Certificate and an Opinion of Counsel, all in accordance with, and subject to, with the Common Security and Intercreditor Agreement. Any release of Collateral, including Trust Moneys, will be subject to the provisions of Section 314(d) of the Trust Indenture Act relating to, among other things, the delivery of a certificate or an opinion of an engineer, appraiser or other expert as to the Fair Market Value of Collateral being released from the Liens of the Security Documents.