DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS..............................................56 SECTION 8.06. REPAYMENT TO COMPANY..................................................................57 SECTION 8.07. REINSTATEMENT.........................................................................57 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS........................................................... 64 SECTION 8.6.
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS....................................................................... 69 SECTION 8.06. REPAYMENT TO COMPANY........................................................................... 69 SECTION 8.07. REINSTATEMENT.................................................................................. 69
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.....................................................................................69 SECTION 8.06. REPAYMENT TO COMPANY...........................................................................69 SECTION 8.07. REINSTATEMENT..................................................................................70
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 79 SECTION 8.06. REPAYMENT TO THE COMPANY. . . . . . . . . . . . . . . . . . . . . 80 SECTION 8.07. REINSTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 80 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.............. 58 SECTION 8.06.
DEPOSITED MONEY AND GOVERNMENT SECURITIES to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06, 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 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to Holders 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. The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 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 Notes. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
DEPOSITED MONEY AND GOVERNMENT SECURITIES. TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS............. 77 SECTION 14.6. REPAYMENT TO THE COMPANY............................. 77 SECTION 14.7. REINSTATEMENT........................................ 78 ARTICLE 15 MISCELLANEOUS................................................. 78 SECTION 15.1. TRUST INDENTURE ACT CONTROLS......................... 78 SECTION 15.2. NOTICES.............................................. 78 SECTION 15.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS......... 79 SECTION 15.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT... 79 SECTION 15.5. RECORD DATE FOR VOTE OR CONSENT OF NOTEHOLDERS....... 80 SECTION 15.6. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR......... 80 SECTION 15.7. GOVERNING LAW........................................ 80 SECTION 15.8. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS........ 80 SECTION 15.9. NO RECOURSE AGAINST OTHERS........................... 80 SECTION 15.10. SUCCESSORS........................................... 81 SECTION 15.11. MULTIPLE COUNTERPARTS................................ 81 SECTION 15.12. SEPARABILITY......................................... 81 SECTION 15.13. TABLE OF CONTENTS, HEADINGS, ETC..................... 81 THIS INDENTURE dated as of August 5, 2005 is among Clearwire Corporation, a corporation duly organized under the laws of the State of Delaware (the "Company"), Clearwire1 (as defined below), Fixed Wireless Holdings, LLC, a Delaware limited liability company and NextNet Wireless, Inc., a Delaware corporation, (together with Clearwire1 and Fixed Wireless Holdings, LLC, the "Guarantors"), and The Bank of New York, as Trustee. In consideration of the purchase of the Notes (as defined herein) by the Holders thereof, the parties agree as follows for the benefit of the other and for the equal and ratable benefit of the Holders of the Company's Senior Notes due 2010.
DEPOSITED MONEY AND GOVERNMENT SECURITIES to Be Held in Trust; Other Miscellaneous Provisions 91 Section 8.06 Repayment to Company 91 Section 8.07 Reinstatement 92 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
DEPOSITED MONEY AND GOVERNMENT SECURITIES to Be Held in Trust; Other Miscellaneous Provisions 100 Section 10.03 Repayment to the Company 100 ARTICLE ELEVEN [INTENTIONALLY OMITTED] ARTICLE TWELVE NOTE GUARANTEES Section 12.01 Guarantees 101 Section 12.02 Limitation on Guarantor Liability 103 Section 12.03 Successors and Assigns 103 Section 12.04 No Waiver 103 Section 12.05 Modification 103 Section 12.06 Execution and Delivery of Note Guarantees and Supplemental Indentures 104 Section 12.07 Merger and Consolidation of Guarantors 104 Section 12.08 Release of Guarantor 105 ARTICLE THIRTEEN MISCELLANEOUS Section 13.01 Trust Indenture Act Controls 106 Section 13.02 Notices 106 Section 13.03 Communication by the Holders with Other Holders 108 Section 13.04 Certificate and Opinion as to Conditions Precedent 108 Section 13.05 Statements Required in Certificate or Opinion 108 Section 13.06 Treasury Notes Disregarded 108 Section 13.07 Rules by Trustee, Paying Agent and Registrar 109 Section 13.08 Legal Holidays 109 Section 13.09 GOVERNING LAW 109 Section 13.10 Consent to Jurisdiction 109 Section 13.11 No Recourse Against Others 109 Section 13.12 Successors 109 Section 13.13 Multiple Originals 110 Section 13.14 Table of Contents; Headings 110 Section 13.15 Indenture Controls 110 Section 13.16 Severability 110 Section 13.17 Benefit of Indenture 110 Section 13.18 Acts of Holders 110 Section 13.19 No Adverse Interpretation of Other Agreements 111 Section 13.20 USA Patriot Act 111 Section 13.21 Force Majeure 112 Appendix A – Provisions Relating to Initial Notes, Additional Notes and Exchange Notes EXHIBIT INDEX Exhibit A – Form of Initial Note Exhibit B – Form of Exchange Note Exhibit C – [INTENTIONALLY OMITTED] Exhibit D-1 – Form of Supplemental Indenture Exhibit E – Form of Notation of Note Guarantee Exhibit F – Form of Certificate of Transfer Exhibit G – Form of Certificate of Exchange INDENTURE dated as of April 30, 2012 among MONACO SPINCO INC., a Delaware corporation (“SpinCo” or the “Issuer”), the Guarantors (as defined herein) and Xxxxx Fargo Bank National Association, a national banking association, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $270,000,000 aggregate principal amount of the Company’s 6.75% Senior Notes due 2020 issued on the date hereof in the form of Exhibit A (the “Original Notes”), (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form ...
