Common use of Withdrawal of Net Cash Proceeds to Fund a Net Proceeds Offer or Release Following a Net Proceeds Offer Clause in Contracts

Withdrawal of Net Cash Proceeds to Fund a Net Proceeds Offer or Release Following a Net Proceeds Offer. To the extent that any Trust Monies consist of Net Proceeds received by the Collateral Agent pursuant to the provisions of Section 4.12 and a Net Proceeds Offer has been made in accordance therewith, such Trust Monies may be withdrawn by the Company and shall be paid by the Collateral Agent to the Paying Agent for application in accordance with Section 4.12 upon receipt by the Trustee and the Collateral Agent of an Officers’ Certificate, dated not more than ten (10) days prior to the purchase date, setting forth the amount of Excess Proceeds, as applicable, subject to the Net Proceeds Offer and the date on which Notes and Permitted Additional Pari Passu Obligations are to be purchased, and certifying that: (i) (x) such Trust Monies constitute Net Proceeds and (y) pursuant to and in accordance with Section 4.12, the Company has made a Net Proceeds Offer; and (ii) all conditions precedent and covenants herein provided for such application of Trust Monies have been satisfied. Upon compliance with the foregoing provisions of this Section 16.08(c), the Collateral Agent shall apply the Trust Monies as directed and specified by the Company, subject to Section 4.12 (including to return to the Company any such amount of Excess Proceeds that are subject to the Net Proceeds Offer and that are not required to be applied to the purchase of Notes or Permitted Additional Pari Passu Obligations pursuant to Section 4.12).

Withdrawal of Net Cash Proceeds to Fund a Net Proceeds Offer or Release Following a Net Proceeds Offer. To the extent that any Trust Monies consist of Net Proceeds received by the Collateral Agent pursuant to the provisions of Section 4.12 and a Net Proceeds Offer has been made in accordance therewith, such Trust Monies may be withdrawn by the Company and shall be paid by the Collateral Agent to the Paying Agent for application in accordance with Section 4.12 upon receipt by the Trustee and the Collateral Agent of an Officers’ Officer’s Certificate, dated not more than ten (10) 10 days prior to the purchase date, setting forth the amount of Excess Proceeds, as applicable, subject to the Net Proceeds Offer and the date on which Notes and Permitted Additional Pari Passu Obligations are to be purchased, and certifying that: (i) (x) such Trust Monies constitute Net Proceeds and (y) pursuant to and in accordance with Section 4.12, the Company has made a Net Proceeds Offer; and (ii) all conditions precedent and covenants herein provided for such application of Trust Monies have been satisfied. Upon compliance with the foregoing provisions of this Section 16.08(c), the Collateral Agent shall apply the Trust Monies as directed and specified by the Company, subject to Section 4.12 (including to return to the Company any such amount of Excess Proceeds that are subject to the Net Proceeds Offer and that are not required to be applied to the purchase of Notes or Permitted Additional Pari Passu Obligations pursuant to Section 4.12).