Common use of Trust Moneys Clause in Contracts

Trust Moneys. Trust Moneys shall be subject to a Lien hereunder and security interest in favor of the Collateral Agent for the equal and ratable benefit of the Secured Parties, shall be held by the Collateral Agent in the Collateral Account for the equal and ratable benefit of the Secured Parties as a part of the Collateral and shall, notwithstanding any provision to the contrary in any Financing Agreement, immediately upon receipt by any Grantor be paid or otherwise transferred, as the case may be, to the Collateral Agent. Unless otherwise stated herein, this Article VIII governs the application of Trust Moneys prior to the occurrence of an Event of Default. Application of Trust Moneys on the occurrence and during the continuance of an Event of Default shall be governed by Article X hereof. The Collateral Agent shall apply Trust Moneys as soon as practicable after receipt as follows: (a) First, to the Collateral Agent in an amount equal to the Collateral Agent's Fees which are unpaid as of the applicable Distribution Date and to any Secured Party which has theretofore advanced or paid any such Collateral Agent's Fees in an amount equal to the amount thereof so advanced or paid by such Secured Party and to reimburse to the Collateral Agent or any Secured Party the amount of any advance made pursuant to Section 6.02 with interest thereon at a rate equal to the higher of the rates borne at such time by the Term Loan Notes, the Tranche A Notes or the Tranche B Notes; (b) Second, provided that no Event of Default shall have occurred and be continuing (i) any such Trust Moneys constituting Insurance Proceeds or Net Awards may be withdrawn by the relevant Grantor to be applied, to effect a Restoration, pursuant to Section 8.02(a), (ii) any such Trust Moneys constituting Insurance Proceeds or Net Awards not withdrawn by the relevant Grantor to effect a Restoration pursuant to Section 8.02(a) shall be applied in accordance with Section 8.02(b), (iii) any other Trust Moneys not included in Section 8.01(b)(i) and Section 8.01(b)(ii), including Collateral Proceeds, Tranche A Term Loan Collateral Proceeds or Tranche A Indenture Collateral Proceeds, shall be applied in accordance with Section 8.03, or (iv) any Trust Moneys constituting Collateral Proceeds (provided that all of the Tranche A Obligations shall have been satisfied and performed in full) may, subject to the limits in clause (vii) of the definition of Asset Sale in the Tranche B Indenture, be withdrawn by the Tranche B Issuer to purchase assets as contemplated in clause (vii) of the definition of Asset Sale in the Tranche B Indenture in accordance with Section 8.04.

Trust Moneys. To the extent Trust Moneys consist of insurance proceeds or condemnation or other taking awards, any such moneys which may be used to effect a restoration of the affected Collateral shall be permitted to be withdrawn by the Company and paid by the Collateral Agent, at the direction 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 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 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 subject permitted to a Lien hereunder and security interest in favor of the Collateral Agent for the equal and ratable benefit of the Secured Parties, shall be held by the Collateral Agent in the Collateral Account for the equal and ratable benefit of the Secured Parties as a part of the Collateral and shall, notwithstanding any provision to the contrary in any Financing Agreement, immediately upon receipt by any Grantor be paid or otherwise transferred, as the case may be, to the Collateral Agent. Unless otherwise stated herein, this Article VIII governs the application of Trust Moneys prior to the occurrence of an Event of Default. Application of Trust Moneys on the occurrence and during the continuance of an Event of Default shall be governed by Article X hereof. The Collateral Agent shall apply Trust Moneys as soon as practicable after receipt as follows: (a) First, to the Collateral Agent in an amount equal to the Collateral Agent's Fees which are unpaid as of the applicable Distribution Date and to any Secured Party which has theretofore advanced or paid any such Collateral Agent's Fees in an amount equal to the amount thereof so advanced or paid by such Secured Party and to reimburse to the Collateral Agent or any Secured Party the amount of any advance made pursuant to Section 6.02 with interest thereon at a rate equal to the higher of the rates borne at such time by the Term Loan Notes, the Tranche A Notes or the Tranche B Notes; (b) Second, provided that no Event of Default shall have occurred and be continuing (i) any such Trust Moneys constituting Insurance Proceeds or Net Awards may be withdrawn by the relevant Grantor Company upon delivery to be appliedthe Trustee and the Collateral Agent of (a) a Company Order regarding such withdrawal, to effect a Restoration(b) an Officers' Certificate certifying compliance with this Indenture, pursuant to Section 8.02(a)(c) instruments granting the Collateral Agent, first priority liens, for the benefit of (i) the Trustee, for itself and the Holders, and (ii) the Term Loan Agent, for itself and the 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 of counsel as to the instruments governing such Trust Moneys constituting Insurance Proceeds or Net Awards not withdrawn by the relevant Grantor to effect a Restoration pursuant to Section 8.02(a) shall be applied Liens and security interests, all in accordance with Section 8.02(b), (iii) any other the Intercreditor Agreement. Trust Moneys not included in Section 8.01(b)(i) and Section 8.01(b)(ii), including Collateral Proceeds, Tranche A Term Loan Collateral Proceeds or Tranche A Indenture Collateral Proceeds, shall be permitted to be applied in accordance with Section 8.03from time to time (x) to the payment of principal, premium, if any, interest and Liquidated Damages, if any, on the Securities, or (ivy) any to the extent otherwise permitted by this Indenture, to Any release of Collateral, including Trust Moneys constituting Collateral Proceeds (provided that all of the Tranche A Obligations shall have been satisfied and performed in full) mayMoneys, will be subject to the limits in clause (viiprovisions of Section 314(d) of the definition Trust Indenture Act relating to, among other things, the delivery of Asset Sale in a certificate or an opinion of an engineer, appraiser or other expert as to the Tranche B Indenture, be withdrawn by fair value of Collateral being released from the Tranche B Issuer to purchase assets as contemplated in clause (vii) Liens of the definition of Asset Sale in the Tranche B Indenture in accordance with Section 8.04Security Documents.

Trust Moneys. Trust Moneys shall be subject Defined. ---------------------- All Cash Collateral received by the Trustee at any time (including Qualified Cash Equivalents deposited in the Asset Sale Proceeds Account, the Specified Subsidiary Asset Sale Proceeds Account or the Specified Subsidiary Casualty Event Proceeds Account pursuant to a the terms of this Indenture or any Security Document): (a) upon the release of Property from the Lien hereunder of this Indenture and security interest the Security Documents, including all moneys received in favor respect of the principal of all purchase money, governmental and other obligations; (b) as Net Cash Proceeds deposited in the Asset Sale Proceeds Account, Specified Subsidiary Asset Sale Proceeds Account or the Specified Subsidiary Casualty Event Proceeds Account (including investment income thereon); (c) as other proceeds of insurance upon any part of the Collateral Agent (other than insurance proceeds on Motor Vehicles and any liability insurance proceeds payable to the Trustee for the equal and ratable benefit of the Secured Partiesany loss, liability or expense incurred by it); or (d) for application under this Article IX as elsewhere provided in this Indenture or any Security Document, or whose disposition is not elsewhere otherwise specifically provided for herein or in any Security Document; (all such moneys being herein sometimes called "Trust Moneys"), shall be held by the Collateral Agent Trustee in the Collateral Account its name for the equal and ratable benefit of the Secured Parties Holders as a part of the Collateral and shallas provided in the Security Documents, notwithstanding shall be held in United States dollars or U.S. Dollar denominated obligations, and, upon any provision to the contrary in any Financing Agreement, immediately entry upon receipt by any Grantor be paid or otherwise transferred, as the case may be, to sale of the Collateral Agent. Unless otherwise stated hereinor any part thereof pursuant to Article VII hereof, this Article VIII governs the application of said Trust Moneys prior to the occurrence of an Event of Default. Application of Trust Moneys on the occurrence and during the continuance of an Event of Default shall be governed by Article X hereof. The Collateral Agent shall apply Trust Moneys as soon as practicable after receipt as follows: (a) First, to the Collateral Agent in an amount equal to the Collateral Agent's Fees which are unpaid as of the applicable Distribution Date and to any Secured Party which has theretofore advanced or paid any such Collateral Agent's Fees in an amount equal to the amount thereof so advanced or paid by such Secured Party and to reimburse to the Collateral Agent or any Secured Party the amount of any advance made pursuant to Section 6.02 with interest thereon at a rate equal to the higher of the rates borne at such time by the Term Loan Notes, the Tranche A Notes or the Tranche B Notes; (b) Second, provided that no Event of Default shall have occurred and be continuing (i) any such Trust Moneys constituting Insurance Proceeds or Net Awards may be withdrawn by the relevant Grantor to be applied, to effect a Restoration, pursuant to Section 8.02(a), (ii) any such Trust Moneys constituting Insurance Proceeds or Net Awards not withdrawn by the relevant Grantor to effect a Restoration pursuant to Section 8.02(a) shall be applied in accordance with Section 8.02(b)7.10 hereof; but, (iii) prior to any other such entry or sale, all or any part of the Trust Moneys not included may be withdrawn, and shall be released, paid or applied by the Trustee, from time to time as provided in any Intercreditor Agreement, if applicable, and Sections 9.02 to 9.04 hereof, inclusive, and may be applied by the Trustee as provided in Section 8.01(b)(i9.08(b) and Section 8.01(b)(ii), including Collateral Proceeds, Tranche A Term Loan Collateral Proceeds or Tranche A Indenture Collateral Proceeds, shall be applied in accordance with Section 8.03, or (iv) any Trust Moneys constituting Collateral Proceeds (provided that all of the Tranche A Obligations shall have been satisfied and performed in full) may, subject to the limits in clause (vii) of the definition of Asset Sale in the Tranche B Indenture, be withdrawn by the Tranche B Issuer to purchase assets as contemplated in clause (vii) of the definition of Asset Sale in the Tranche B Indenture in accordance with Section 8.04hereof.

Trust Moneys. Defined. --------------------- All cash or Cash Equivalents received by the Trustee: (a) upon the release of Collateral from the Lien of this Indenture and/or the Security Documents, including investment earnings thereon; or (b) as a Net Award or Net Awards upon the Taking of all or any part of the Collateral; or (c) as Net Proceeds upon the Destruction of all or any part of the Collateral (other than any liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it); or (d) pursuant to the provisions of any Mortgage; or (e) as proceeds of any other sale or other disposition of all or any part of the Collateral by or on behalf of the Trustee or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to this Indenture or any of the Security Documents or otherwise; or (f) for application under this Article Eleven as elsewhere provided in this Indenture (including, without limitation, and subject to, paragraph (d) of Section 4.16) or the Security Documents, or whose disposition is not elsewhere otherwise specifically provided for herein or in any Security Document; (all such moneys being herein sometimes called "Trust Moneys"; provided, however, that Trust Moneys shall be subject not include any property deposited with the Trustee pursuant to a Lien hereunder and security interest Section 3.05 or 4.16 or Article Eight or delivered to or received by the Trustee for application in favor of the Collateral Agent for the equal and ratable benefit of the Secured Parties, accordance with Section 6.10 hereof) shall be held by the Collateral Agent in the Collateral Account Trustee for the equal and ratable benefit of the Secured Parties Holders as a part of the Collateral and shalland, notwithstanding upon any provision to the contrary in any Financing Agreement, immediately entry upon receipt by any Grantor be paid or otherwise transferred, as the case may be, to sale or other disposition of the Collateral Agent. Unless otherwise stated hereinor any part thereof pursuant to enforcement of the Security Documents, this Article VIII governs the application of said Trust Moneys prior to the occurrence of an Event of Default. Application of Trust Moneys on the occurrence and during the continuance of an Event of Default shall be governed by Article X hereof. The Collateral Agent shall apply Trust Moneys as soon as practicable after receipt as follows: (a) First, to the Collateral Agent in an amount equal to the Collateral Agent's Fees which are unpaid as of the applicable Distribution Date and to any Secured Party which has theretofore advanced or paid any such Collateral Agent's Fees in an amount equal to the amount thereof so advanced or paid by such Secured Party and to reimburse to the Collateral Agent or any Secured Party the amount of any advance made pursuant to Section 6.02 with interest thereon at a rate equal to the higher of the rates borne at such time by the Term Loan Notes, the Tranche A Notes or the Tranche B Notes; (b) Second, provided that no Event of Default shall have occurred and be continuing (i) any such Trust Moneys constituting Insurance Proceeds or Net Awards may be withdrawn by the relevant Grantor to be applied, to effect a Restoration, pursuant to Section 8.02(a), (ii) any such Trust Moneys constituting Insurance Proceeds or Net Awards not withdrawn by the relevant Grantor to effect a Restoration pursuant to Section 8.02(a) shall be applied in accordance with Section 8.02(b)6.10; but, (iii) prior to any such entry, sale or other disposition, all or any part of the Trust Moneys not included in Section 8.01(b)(i) may be withdrawn, and Section 8.01(b)(ii), including Collateral Proceeds, Tranche A Term Loan Collateral Proceeds or Tranche A Indenture Collateral Proceeds, shall be released, paid or applied by the Trustee, from time to time as set forth in this Article Eleven. On the Issue Date there shall be established and, at all times hereafter until this Indenture shall have terminated, there shall be maintained with the Trustee an account which shall be entitled the "Collateral Account" (the "Collateral Account"). The Collateral Account shall be established and maintained by the Trustee at the Corporate Trust Office of the Trustee. All Trust Moneys which are received by the Trustee shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with Section 8.03, or (iv) any Trust Moneys constituting Collateral Proceeds (provided that all the terms of the Tranche A Obligations shall have been satisfied and performed in full) may, subject to the limits in clause (vii) of the definition of Asset Sale in the Tranche B Indenture, be withdrawn by the Tranche B Issuer to purchase assets as contemplated in clause (vii) of the definition of Asset Sale in the Tranche B Indenture in accordance with Section 8.04this Article Eleven.