Common use of Defeasance Account Clause in Contracts

Defeasance Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Defeasance Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any payments of interest and principal received in respect of Defeasance Securities shall be transferred and credited to the Collection Account. All monies deposited from time to time in the Defeasance Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. All monies deposited from to time in the Defeasance Account shall be subject to withdrawal pursuant to Section 13.7 of this Indenture.

Defeasance Account. The Issuer On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to the Priority of Payments. No funds from any other source (other than interest or earnings on amounts described in the immediately preceding sentence and amounts deposited (i) pursuant to this Indenture shall be Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as described in this Section 3.3 or (iii) deposits made by the Manager pursuant to Section 5.4(y) of the LLC Operating Agreement) shall be commingled in the Defeasance Account. The Paying Agent. Funds Agent shall invest the amounts on deposit in the Defeasance Account in Permitted Investments in accordance with investment directions from the Purchase Money Notes Guarantor. If, on the maturity date of any Purchase Money Note, there exists a net loss on investments on amounts deposited into the Defeasance Account, prior to any liquidation and payment described in the following five sentences, the Purchase Money Notes Guarantor shall be invested in Eligible Investments at deposit the written direction amount of such net loss into the IssuerDefeasance Account; for the avoidance of doubt, no such deposit by the Purchase Money Notes Guarantor shall constitute a payment pursuant to the Purchase Money Notes Guaranty. On the day preceding each Payment Term Note A-1 Maturity Date, any payments of interest and principal received in respect of Defeasance Securities the Paying Agent after making all disbursements required pursuant to Section 5.1, shall be transferred and credited to the Collection Account. All monies deposited from time to time liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A- 1 Purchase Money Note pursuant to this Indenture shall be held by sentence, the Trustee as part entire Defeasance Account) of the Collateral for Defeasance Account sufficient to pay all amounts owing to the exclusive benefit Holders of the Term A-1 Purchase Money Note on the Term Note A-1 Maturity Date and pay all proceeds of such liquidation to the Holders as herein providedof the Term A-1 Purchase Money Note in accordance with their Holder Percentages. All monies deposited from On the Term Note A-2 Maturity Date, the Paying Agent, after making all disbursements required pursuant to time Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-2 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-2 Purchase Money Note on the Term Note A-2 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-2 Purchase Money Note in accordance with their Holder Percentages. On the Term Note A-3 Maturity Date, the Paying Agent, after making all disbursements required pursuant to Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-3 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-3 Purchase Money Note on the Term Note A-3 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-3 Purchase Money Note in accordance with their Holder Percentages. If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase Money Note following the full or partial liquidation of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money Note and the issuance of such Reissued Purchase Money Note. Following the maturity date of the last maturing Purchase Money Note (including any Reissued Purchase Money Note) and the payment in full of the Holders of such Purchase Money Note, the Paying Agent shall liquidate the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money Notes Guarantor. The Paying Agent shall be authorized and directed to withdraw funds from the Defeasance Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Defeasance Account (and all funds therein) shall be subject to withdrawal pursuant the security interest granted to Section 13.7 of this Indenturethe Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.

Defeasance Account. The Issuer On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to the Priority of Payments. No funds from any other source (other than interest or earnings on amounts described in the immediately preceding sentence and amounts deposited (i) pursuant to this Indenture shall be Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as described in this Section 3.3 or (iii) deposits made by the Manager pursuant to Section 5.4(y) of the LLC Operating Agreement) shall be commingled in the Defeasance Account. The Paying Agent. Funds Agent shall invest the amounts on deposit in the Defeasance Account in Permitted Investments in accordance with investment directions from the Purchase Money Notes Guarantor. If, on the maturity date of any Purchase Money Note, there exists a net loss on investments on amounts deposited into the Defeasance Account, prior to any liquidation and payment described in the following five sentences, the Purchase Money Notes Guarantor shall be invested in Eligible Investments at deposit the written direction amount of such net loss into the IssuerDefeasance Account; for the avoidance of doubt, no such deposit by the Purchase Money Notes Guarantor shall constitute a payment pursuant to the Purchase Money Notes Guaranty. On the day preceding each Payment Term Note A-1 Maturity Date, any payments of interest and principal received in respect of Defeasance Securities the Paying Agent after making all disbursements required pursuant to Section 5.1, shall be transferred and credited to the Collection Account. All monies deposited from time to time liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A­ 1 Purchase Money Note pursuant to this Indenture shall be held by sentence, the Trustee as part entire Defeasance Account) of the Collateral for Defeasance Account sufficient to pay all amounts owing to the exclusive benefit Holders of the Term A-1 Purchase Money Note on the Term Note A-1 Maturity Date and pay all proceeds of such liquidation to the Holders as herein providedof the Term A-1 Purchase Money Note in accordance with their Holder Percentages. All monies deposited from On the Term Note A-2 Maturity Date, the Paying Agent, after making all disbursements required pursuant to time Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-2 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-2 Purchase Money Note on the Term Note A-2 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-2 Purchase Money Note in accordance with their Holder Percentages. On the Term Note A-3 Maturity Date, the Paying Agent, after making all disbursements required pursuant to Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-3 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-3 Purchase Money Note on the Term Note A-3 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-3 Purchase Money Note in accordance with their Holder Percentages. If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase Money Note following the full or partial liquidation of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money Note and the issuance of such Reissued Purchase Money Note. Following the maturity date of the last maturing Purchase Money Note (including any Reissued Purchase Money Note) and the payment in full of the Holders of such Purchase Money Note, the Paying Agent shall liquidate the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money Notes Guarantor. The Paying Agent shall be authorized and directed to withdraw funds from the Defeasance Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Defeasance Account (and all funds therein) shall be subject to withdrawal pursuant the security interest granted to the Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement. Section 13.7 of this Indenture.3.4 [Intentionally Omitted] Section 3.5 [Intentionally Omitted]

Defeasance Account. The Issuer (a) On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to this Indenture the Priority of Payments. (b) The Purchase Money Notes Guarantor, in accordance with Section 17(a) of each Purchase Money Notes Guaranty, shall be made by deposit any amounts payable pursuant to such Purchase Money Notes Guaranty in respect of the Trustee Guaranteed Obligations (as Paying Agent. Funds on deposit such term is defined in such Purchase Money Notes Guaranty), if any, in the Defeasance Account shall be invested by 12:00 p.m. New York time on the date that is one Business Day prior to any Distribution Date on which an acceleration payment with respect to any Class of Guaranteed Purchase Money Notes is due and payable or, in Eligible Investments at connection with the final payment of a Class of Guaranteed Purchase Money Notes on the applicable Purchase Money Notes Maturity Date, by 12:00 p.m. New York time on the date that is one Business Day prior to such Purchase Money Notes Maturity Date, in each case, for further distribution by the Paying Agent to the applicable Holders; provided that the Purchase Money Notes Guarantor has received written direction demand therefor from the applicable Holders or from the Paying Agent on such Holders’ behalf pursuant to Section 17(a) of the Issuer. On Purchase Money Notes Guaranty no later than 5:00 p.m. New York time on the day preceding each Payment date that is four Business Days prior to such Distribution Date or, in connection with the final payment of such Purchase Money Notes on the applicable Purchase Money Notes Maturity Date, such Purchase Money Notes Maturity Date. In addition, the Company may deposit any payments of interest and principal received Company Principal Prepayment Amount in respect of the Defeasance Securities shall be transferred and credited Account, provided that such amount is deposited in the Defeasance Account at least one Business Day prior to the Collection Accountrelated Distribution Date, to be applied by the Paying Agent as a principal prepayment (or a portion thereof) on such Distribution Date in accordance with the related Distribution Date Report or the Maturity Date Report. All monies To the extent the Paying Agent receives amounts from the Purchase Money Notes Guarantor to be used to pay interest on overdue principal of any Purchase Money Notes, the Paying Agent shall deposit such amounts into the Defeasance Account and shall distribute such amounts to the Holders of the applicable Guaranteed Purchase Money Notes on the date the principal is paid to the Holders. Any overdue principal on the Guaranteed Purchase Money Notes and interest thereon may be paid to the Holders on any Business Day without regard to whether such day is a Distribution Date. If, on any Distribution Date on which an acceleration payment with respect to any Class of Guaranteed Purchase Money Notes is due and payable or on the Purchase Money Notes Maturity Date with respect to any Class of Guaranteed Purchase Money Notes, a payment is due from the Purchase Money Notes Guarantor but not timely received, then at such time as the Paying Agent does receive such payment together with any interest thereon as provided in Section 17(b) of the respective Purchase Money Notes Guaranty, the Paying Agent shall deposit such amounts into the Defeasance Account for further distribution by the Paying Agent to the applicable Holders. To the extent the Paying Agent otherwise receives amounts from the Purchase Money Notes Guarantor paid pursuant to Section 17(b) of such Purchase Money Notes Guaranty, the Paying Agent shall deposit such amounts into the Defeasance Account for further distribution by the Paying Agent to the applicable Holders. Any amounts deposited from time to time in into the Defeasance Account pursuant to Section 17(b) of any Purchase Money Notes Guaranty shall not be included when calculating the balance in the account. (c) No funds from any other source (other than interest or earnings on amounts described in Section 3.3(d) and (i) amounts deposited pursuant to this Indenture shall be held Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as part of described in this Section 3.3, (iii) deposits made by the Collateral for the exclusive benefit of the Holders as herein provided. All monies deposited from to time in the Defeasance Account shall be subject to withdrawal Manager pursuant to Section 13.7 5.5(b)(y) of this Indenture.the LLC Operating Agreement or

Defeasance Account. The Issuer On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to the Priority of Payments. No funds from any other source (other than interest or earnings on amounts described in the immediately preceding sentence and amounts deposited (i) pursuant to this Indenture shall be Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as described in this Section 3.3 or (iii) deposits made by the Manager pursuant to Section 5.4(y) of the LLC Operating Agreement) shall be commingled in the Defeasance Account. The Paying Agent. Funds Agent shall invest the amounts on deposit in the Defeasance Account in Permitted Investments in accordance with investment directions from the Purchase Money Notes Guarantor. If, on the maturity date of any Purchase Money Note, there exists a net loss on investments on amounts deposited into the Defeasance Account, prior to any liquidation and payment described in the following five sentences, the Purchase Money Notes Guarantor shall be invested in Eligible Investments at deposit the written direction amount of such net loss into the IssuerDefeasance Account; for the avoidance of doubt, no such deposit by the Purchase Money Notes Guarantor shall constitute a payment pursuant to the Purchase Money Notes Guaranty. On the day preceding each Payment Term Note A Maturity Date, any payments of interest and principal received in respect of Defeasance Securities the Paying Agent after making all disbursements required pursuant to Section 5.1, shall be transferred and credited to the Collection Account. All monies deposited from time to time liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A Purchase Money Note pursuant to this Indenture shall be held by sentence, the Trustee as part entire Defeasance Account) of the Collateral for Defeasance Account sufficient to pay all amounts owing to the exclusive benefit Holders of the Term A Purchase Money Note on the Term Note A Maturity Date and pay all proceeds of such liquidation to the Holders as herein providedof the Term A Purchase Money Note in accordance with their Holder Percentages. All monies deposited from On the Term Note B Maturity Date, the Paying Agent, after making all disbursements required pursuant to time Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term B Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term B Purchase Money Note on the Term Note B Maturity Date and pay all proceeds of such liquidation to the Holders of the Term B Purchase Money Note in accordance with their Holder Percentages. On the Term Note C Maturity Date, the Paying Agent, after making all disbursements required pursuant to Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term C Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term C Purchase Money Note on the Term Note C Maturity Date and pay all proceeds of such liquidation to the Holders of the Term C Purchase Money Note in accordance with their Holder Percentages. If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase Money Note following the full or partial liquidation of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money Note and the issuance of such Reissued Purchase Money Note. Following the maturity date of the last maturing Purchase Money Note (including any Reissued Purchase Money Note) and the payment in full of the Holders of such Purchase Money Note, the Paying Agent shall liquidate the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money Notes Guarantor. The Paying Agent shall be authorized and directed to withdraw funds from the Defeasance Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Defeasance Account (and all funds therein) shall be subject to withdrawal pursuant the security interest granted to Section 13.7 of this Indenturethe Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.

Defeasance Account. The Issuer On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to the Priority of Payments. No funds from any other source (other than interest or earnings on amounts described in the immediately preceding sentence and amounts deposited (i) pursuant to this Indenture shall be Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as described in this Section 3.3 or (iii) deposits made by the Manager pursuant to Section 5.4(y) of the LLC Operating Agreement) shall be commingled in the Defeasance Account. The Paying Agent. Funds Agent shall invest the amounts on deposit in the Defeasance Account in Permitted Investments in accordance with investment directions from the Purchase Money Notes Guarantor. If, on the maturity date of any Purchase Money Note, there exists a net loss on investments on amounts deposited into the Defeasance Account, prior to any liquidation and payment described in the following five sentences, the Purchase Money Notes Guarantor shall be invested in Eligible Investments at deposit the written direction amount of such net loss into the IssuerDefeasance Account; for the avoidance of doubt, no such deposit by the Purchase Money Notes Guarantor shall constitute a payment pursuant to the Purchase Money Notes Guaranty. On the day preceding each Payment Term Note A-1 Maturity Date, any payments of interest and principal received in respect of Defeasance Securities the Paying Agent after making all disbursements required pursuant to Section 5.1, shall be transferred and credited to the Collection Account. All monies deposited from time to time liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term X- 0 Xxxxxxxx Money Note pursuant to this Indenture shall be held by sentence, the Trustee as part entire Defeasance Account) of the Collateral for Defeasance Account sufficient to pay all amounts owing to the exclusive benefit Holders of the Term A-1 Purchase Money Note on the Term Note A-1 Maturity Date and pay all proceeds of such liquidation to the Holders as herein providedof the Term A-1 Purchase Money Note in accordance with their Holder Percentages. All monies deposited from On the Term Note A-2 Maturity Date, the Paying Agent, after making all disbursements required pursuant to time Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-2 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-2 Purchase Money Note on the Term Note A-2 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-2 Purchase Money Note in accordance with their Holder Percentages. On the Term Note A-3 Maturity Date, the Paying Agent, after making all disbursements required pursuant to Section 5.1, shall liquidate a portion (or, if there are insufficient funds in the Defeasance Account with which to repay the Holders of the Term A-3 Purchase Money Note pursuant to this sentence, the entire Defeasance Account) of the Defeasance Account sufficient to pay all amounts owing to the Holders of the Term A-3 Purchase Money Note on the Term Note A-3 Maturity Date and pay all proceeds of such liquidation to the Holders of the Term A-3 Purchase Money Note in accordance with their Holder Percentages. If, pursuant to Section 2.8, a Reissued Purchase Money Note is issued upon the maturity of the related Maturing Purchase Money Note, this Section 3.3 shall apply to such Reissued Purchase Money Note following the full or partial liquidation of the Defeasance Account and payment of the Holders of the related Maturing Purchase Money Note and the issuance of such Reissued Purchase Money Note. Following the maturity date of the last maturing Purchase Money Note (including any Reissued Purchase Money Note) and the payment in full of the Holders of such Purchase Money Note, the Paying Agent shall liquidate the Defeasance Account and pay any and all proceeds of such liquidation to the Purchase Money Notes Guarantor. The Paying Agent shall be authorized and directed to withdraw funds from the Defeasance Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Defeasance Account (and all funds therein) shall be subject to withdrawal pursuant the security interest granted to Section 13.7 of this Indenturethe Collateral Agent under the Reimbursement, Security and Guaranty Agreement and to the Account Control Agreement.

Defeasance Account. The Issuer (a) On the date hereof, the Company shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, with the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee)Paying Agent. The Issuer Paying Agent shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments transfer funds to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to this Indenture the Priority of Payments. (b) The Purchase Money Notes Guarantor, in accordance with Section 17(a) of each Purchase Money Notes Guaranty, shall be made by deposit any amounts payable pursuant to such Purchase Money Notes Guaranty in respect of the Trustee Guaranteed Obligations (as Paying Agent. Funds on deposit such term is defined in such Purchase Money Notes Guaranty) in the Defeasance Account shall be invested by 12:00 p.m. New York time on the date that is one Business Day prior to any Distribution Date on which an acceleration payment with respect to any Class of Guaranteed Purchase Money Notes is due and payable or, in Eligible Investments at connection with the final payment of a Class of Guaranteed Purchase Money Notes on the applicable Purchase Money Notes Maturity Date, by 12:00 p.m. New York time on the date that is one Business Day prior to such Purchase Money Notes Maturity Date, in each case, for further distribution by the Paying Agent to the applicable Holders; provided that the Purchase Money Notes Guarantor has received written direction demand therefor from the applicable Holders or from the Paying Agent on such Holders’ behalf pursuant to Section 17(a) of the Issuer. On Purchase Money Notes Guaranty no later than 5:00 p.m. New York time on the day preceding each Payment date that is four Business Days prior to such Distribution Date or, in connection with the final payment of such Purchase Money Notes on the applicable Purchase Money Notes Maturity Date, such Purchase Money Notes Maturity Date. In addition, the Company may deposit any payments of interest and principal received Company Principal Prepayment Amount in respect of the Defeasance Securities shall be transferred and credited Account, provided that such amount is deposited in the Defeasance Account at least one Business Day prior to the Collection Accountrelated Distribution Date, to be applied by the Paying Agent as a principal prepayment (or a portion thereof) on such Distribution Date in accordance with the related Distribution Date Report or the Maturity Date Report. All monies To the extent the Paying Agent receives amounts from the Purchase Money Notes Guarantor to be used to pay interest on overdue principal of any Purchase Money Notes, the Paying Agent shall deposit such amounts into the Defeasance Account and shall distribute such amounts to the Holders of the applicable Guaranteed Purchase Money Notes on the date the principal is paid to the Holders. Any overdue principal on the Guaranteed Purchase Money Notes and interest thereon may be paid to the Holders on any Business Day without regard to whether such day is a Distribution Date. If, on any Distribution Date on which an acceleration payment with respect to any Class of Guaranteed Purchase Money Notes is due and payable or on the Purchase Money Notes Maturity Date with respect to any Class of Guaranteed Purchase Money Notes, a payment is due from the Purchase Money Notes Guarantor but not timely received, then at such time as the Paying Agent does receive such payment together with any interest thereon as provided in Section 17(b) of the respective Purchase Money Notes Guaranty, the Paying Agent shall deposit such amounts into the Defeasance Account for further distribution by the Paying Agent to the applicable Holders. To the extent the Paying Agent otherwise receives amounts from the Purchase Money Notes Guarantor paid pursuant to Section 17(b) of such Purchase Money Notes Guaranty, the Paying Agent shall deposit such amounts into the Defeasance Account for further distribution by the Paying Agent to the applicable Holders. Any amounts deposited from time to time in into the Defeasance Account pursuant to Section 17(b) of any Purchase Money Notes Guaranty shall not be included when calculating the balance in the account. (c) No funds from any other source (other than interest or earnings on amounts described in Section 3.3(d) and (i) amounts deposited pursuant to this Indenture shall be held Section 3.3, (ii) deposits made by the Trustee Purchase Money Notes Guarantor as part of described in this Section 3.3, (iii) deposits made by the Collateral for the exclusive benefit of the Holders as herein provided. All monies deposited from to time in the Defeasance Account shall be subject to withdrawal Manager pursuant to Section 13.7 5.5(b)(y) of this Indenture.the LLC Operating Agreement or