Common use of Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions Clause in Contracts

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.03 and any governing law, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 120511.05, the “Trustee”) pursuant to Section 1204 11.04 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Level 3 Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any taxTax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 11.04 or the principal and interest received in respect thereof other than any such taxTax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 11.04 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer or Level 3 Parent in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve11.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003903, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12051105, the “Trustee”) pursuant to Section 1204 1104 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Level 3 Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 1104 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer or Level 3 Parent in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveEleven.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.05, the “Trustee”) pursuant to Section 1204 8.04 hereof in respect of the Outstanding Securities shall outstanding Notes will be (i) held in trust trust, (ii) at the written direction of the Issuers, such money may be invested, prior to maturity of the Notes, in Government Securities, and (iii) applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer shall Company will pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 1204 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securitiesoutstanding Notes. Anything Notwithstanding anything in this Article Twelve 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Company from time to time upon Issuer Request the request of the Company any money or non-callable Government Securities held by it as provided in Section 1204 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.03, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 120511.05, the “Trustee”) pursuant to Section 1204 11.04 in respect of the Outstanding Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 11.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Twelve XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 11.04 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveXI.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s its own Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all All money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 120513.05 and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1204 13.04 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer Issuers acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securities series, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer Issuers shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon Issuer the Issuers’ Request any money or Government Securities held by it as provided in Section 1204 which13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, and any premium that remains unclaimed for one year after such principal, interest, or premium, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as applicable, in accordance secured creditors and all liability of the Trustee and the Paying Agent with this Article Twelverespect to such money shall cease.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.6 hereof, the “Trustee”) trust established pursuant to Section 1204 8.4(1) or 8.8(1) shall be irrevocable and shall be made under the terms of an escrow trust agreement reasonably satisfactory to the Trustee or other arrangement reasonably satisfactory to the Trustee. If any Securities are to be redeemed prior to the maturity date of such Security pursuant to optional redemption provisions of Article 3 hereof, the applicable escrow trust agreement or other arrangement shall provide therefor and the Corporation shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation. The Trustee shall hold in trust money and U.S. Government Obligations in respect of that Series deposited with it pursuant to Sections 8.4 or 8.8. It shall apply the Outstanding Securities shall be held in trust deposited money and applied by U.S. Government Obligations, through the Trustee, Paying Agent and in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect payment of principal, and premium, if any, and interest, but interest on the Securities of the Series for the payment of which such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentand U.S. Government Obligations has been deposited. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against Holder of any tax, fee or other charge imposed on or assessed against the Government Securities deposited Security replaced pursuant to Section 1204 2.7 shall not be entitled to any such payment and shall look only to the Corporation for any payment which such Holder may be entitled to collect. In connection with defeasance, covenant defeasance or the principal satisfaction and interest received in discharge of this Indenture with respect thereof other than any such taxto Securities of a Series pursuant to Section 8.2, fee 8.3 or 8.8 hereof, respectively, the escrow trust agreement or other charge which by law is for arrangement may, at the account of Corporation’s election, (1) enable the Holders of the Outstanding Securities. Anything in this Article Twelve Corporation to the contrary notwithstanding, direct the Trustee shall deliver to invest any money received by the Trustee on the U.S. Government Obligations deposited in trust thereunder in additional U.S. Government Obligations and (2) enable the Corporation to withdraw moneys or pay to U.S. Government Obligations from the Issuer trust from time to time upon Issuer Request any money or Government Securities held by it as provided time; provided, however, that the condition specified in Section 1204 which, in 8.4(1) or 8.8(1) is satisfied immediately following any investment of such money by the opinion Trustee or the withdrawal of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to moneys or U. S. Government Obligations from the Trustee, are in excess of trust by the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasanceCorporation, as applicable, in accordance with this Article Twelvethe case may be.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12051305, the “Qualifying Trustee”) pursuant to Section 1204 1304 in respect of the Outstanding Securities Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, interest and premium, if any, and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer shall pay and indemnify the Qualifying Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Twelve Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 1304 which are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article TwelveArticle; provided that, solely in a case involving Government Securities, such determination shall be accompanied by an opinion of an investment bank, appraisal firm or firm of independent public accountants, in each case, that is nationally recognized in the United States, expressed in a written certification thereof delivered to the Qualifying Trustee to the effect that such amounts are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.05, the “Trustee”) pursuant to Section 1204 8.04 hereof in respect of the Outstanding Securities shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law law. The Trustee shall have no responsibility or liability to calculate the amounts of cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the extent Trustee for cancellation in connection with any Legal Defeasance or Covenant Defeasance and the Issuer or Parent acts as Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate received from the Issuer’s Paying AgentCompany stating that such amounts deposited with the Trustee are sufficient. The Issuer shall Company will pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 1204 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securitiesoutstanding Notes. Anything Notwithstanding anything in this Article Twelve VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Company from time to time upon Issuer Request the request of the Company any money or non-callable Government Securities held by it as provided in Section 1204 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.03, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 120511.05, the “Trustee”) pursuant to Section 1204 11.04 in respect of the Outstanding Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any taxTax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 11.04 or the principal and interest received in respect thereof other than any such taxTax, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Twelve 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 11.04 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve11.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.. 100

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer or Parent in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all money U.S. Dollars and U.K. Pounds Sterling, as the case may be, and non-callable U.S. Government Securities Obligations and non-callable U.K. Government Obligations, as the case may be (including the proceeds thereof) ), deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.05, the “"Trustee”") pursuant to Section 1204 8.04 hereof in respect of the Outstanding Securities outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as its own a Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, and Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer Company and the Subsidiary Guarantors shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities Obligations or non-callable U.K. Government Obligations, as the case may be, deposited pursuant to Section 1204 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securitiesoutstanding Notes. Anything in this Article Twelve VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon Issuer Request the request of the Company any money money, non-callable U.S. Government Obligations or non-callable U.K. Government Securities Obligations, as the case may be, held by it as provided in Section 1204 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.amount

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be 104 segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, 105 either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all money and U.S. Government Securities Obligations or Euro-Denominated Designated Governmental Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.05, the “"Trustee”") pursuant to Section 1204 8.04 hereof in respect of the Outstanding Securities shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law law. Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Trustee is not prohibited from paying such funds to Holders by the extent terms of this Indenture or the Issuer or Parent acts as the Issuer’s Paying AgentIntercreditor Deed. The Issuer shall will pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or U.S. Government Securities Obligations or Euro-Denominated Designated Governmental Obligations deposited pursuant to Section 1204 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge Taxes which by law is are for the account of the Holders of the Outstanding Securitiesoutstanding Notes. Anything The obligations of the Issuer under this Section 8.05 shall survive the resignation or renewal of the Trustee and/or satisfaction and discharge of this Indenture. Notwithstanding anything in this Article Twelve 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer from time to time upon the request of the Issuer Request any money or U.S. Government Securities Obligations or Euro-Denominated Designated Governmental Obligations held by it as provided in Section 1204 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor, expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. 104 Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received 103 in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all money and non-callable U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12058.05, the “"Trustee”") pursuant to Section 1204 8.04 hereof in respect of the Outstanding Securities outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the either Issuer acting as its own a Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities Obligations deposited pursuant to Section 1204 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securitiesoutstanding Notes. Anything in this Article Twelve 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon Issuer Request the request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 1204 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money cash and Government Securities (including the proceeds thereof) deposited with the Second-Priority Trustee (or other qualifying trustee, collectively for purposes of this Section 12051305, the “Second-Priority Trustee”) pursuant to Section 1204 1304 in respect of the Outstanding Securities Second-Priority Notes shall be held in trust and applied by the Second-Priority Trustee, in accordance with the provisions of such Securities Second-Priority Notes and this Second-Priority Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Issuers acting as its their own Paying Agent) as the Second-Priority Trustee may determine, to the Holders of such Securities Second-Priority Notes of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer Issuers shall pay and indemnify the Second-Priority Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecond-Priority Notes. Anything in this Article Twelve Thirteen to the contrary notwithstanding, the Second-Priority Trustee shall deliver or pay to the Issuer Issuers from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Second-Priority Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article TwelveArticle.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. 105 Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.3, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 120513.5, the “Trustee”"TRUSTEE") pursuant to Section 1204 13.4 in respect of the Outstanding Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agentlaw. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securitiesthereof. Anything in this Article Twelve 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request an Officer's Certificate any money or Government Securities held by it as provided in Section 1204 13.4 which, in the opinion of a nationally recognized firm of independent public accountants or an internationally recognized investment banking firm, in either case, expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve13.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003903, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 12051105, the “Trustee”) pursuant to Section 1204 1104 in respect of the Outstanding Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Twelve Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer the Issuer’s Request any money or Government Securities held by it as provided in Section 1204 1104 which, in the opinion of a nationally recognized firm of independent certified public accountants accountant (selected by the Issuer in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article TwelveEleven.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “"Trustee”") pursuant to Section 1204 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or to the extent the Issuer or Parent acts as the Issuer’s 's Paying Agent. The Issuer shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article Twelve.