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 9.03 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 11.05, the “Trustee”) pursuant to Section 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 Tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 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 Securities. Anything in this Article 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public 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 11.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law903, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051105, the “Trustee”) pursuant to Section 11.04 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 1104 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 11 Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 1104 which, in the opinion of a certified public 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 11Eleven.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law12.03 hereof, all money and U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.059.05, the “Trustee”) pursuant to Section 11.04 9.04 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 the 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, 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 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 Taxtax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities Obligations deposited pursuant to Section 11.04 9.04 hereof 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 Securitiesoutstanding Notes. Anything in this Article 11 IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 11.04 9.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 9.04(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 defeasanceCovenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, as applicable, each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee and any security for the Notes (other than the trust fund described in accordance with this Article 11Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051205, the “Trustee”) pursuant to Section 11.04 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 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 11.04 1204 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 11 Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 1204 which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 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 11.058.6 hereof, the “Trustee”) trust established pursuant to Section 11.04 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 Level 3 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 11.04 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 11 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 time; provided, however, that the Issuer’s Request any money or Government Securities held by it as provided condition specified in Section 11.04 which, in the opinion 8.4(1) or 8.8(1) is satisfied immediately following any investment of a certified public accountant (selected such money by the Issuer Trustee or Level 3 Parent in its sole discretion) expressed in a written certification thereof delivered to the Trustee, are in excess withdrawal of moneys or U. S. Government Obligations from the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasancetrust by the Corporation, as applicable, in accordance with this Article 11the 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 9.03 and any governing law9.03, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.05, the “Trustee”) pursuant to Section 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 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 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 11 XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public 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 11XI.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law8.06 hereof, all money and UK Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or such other entity designated by the Trustee for this purpose, or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “Trustee”) pursuant to Section 11.04 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 or law. Money and securities so held in trust are not subject to the extent Intercreditor Agreement and the Issuer Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or Level 3 Parent acts as the Issuer’s Paying AgentIntercreditor Agreement. The Issuer shall 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 UK Government Securities Obligations deposited pursuant to Section 11.04 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 11 VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request request of the Issuer any money or UK Government Securities Obligations held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Covenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law, 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 11.0513.05 and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 11.04 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 13.04 or the principal and interest received in respect thereof other than any such Taxtax, fee or other charge which that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article 11 XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Issuers’ Request any money or Government Securities held by it as provided in Section 11.04 which13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11respect 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 9.03 and any governing law1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051205, the “Trustee”) pursuant to Section 11.04 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 1204 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 11 Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 1204 which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law9.03, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.05, the “Trustee”) pursuant to Section 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 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 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 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public 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 11.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law12.03 hereof, all money and U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “Trustee”) pursuant to Section 11.04 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 the Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer Parent Guarantor or a Subsidiary thereof 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, 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 Agentlaw. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors 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 cash or non- callable U.S. Government Securities Obligations deposited pursuant to Section 11.04 8.04 hereof 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 Securitiesoutstanding Notes. Anything in this Article 11 VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 defeasanceCovenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, as applicable, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in accordance with this Article 11Section 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law8.8 hereof, 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 11.05and Section 8.9 hereof, the “Trustee and any such other trustee are referred to collectively as the "Trustee”") pursuant to Section 11.04 8.6 hereof in respect of the Outstanding Securities any 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 such Paying Agent (including the Issuer Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities Notes for the payment or redemption of which such funds have been deposited with the Trustee, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premiums and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law or law. Anything in this Article to the extent contrary notwithstanding, the Issuer Trustee or Level 3 Parent acts the Paying Agent, as applicable, shall promptly return, deliver or pay to the Company from time to time upon Company request any money or Government Securities held by it as provided in Section 8.6 hereof with respect to any Notes which, at any time, are in excess of the amount thereof which would then be required to effect the Defeasance or Covenant Defeasance, as the Issuer’s Paying Agentcase may be, with respect to such Securities. The Issuer provisions of Section 8.8 hereof shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Stated Maturity of the Notes for which money or Government Securities have been deposited pursuant to Section 8.6 hereof. The Company 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 11.04 this Article 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 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public 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 11outstanding Notes.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law12.03 hereof, all money and U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “Trustee”) pursuant to Section 11.04 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 the Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer Parent Guarantor or a Subsidiary thereof 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, 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 Agentlaw. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors 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 cash or non-callable U.S. Government Securities Obligations deposited pursuant to Section 11.04 8.04 hereof 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 Securitiesoutstanding Notes. Anything in this Article 11 XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 defeasanceCovenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, as applicable, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in accordance with this Article 11Section 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law1003, all money cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051305, the “Qualifying Trustee”) pursuant to Section 11.04 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 1304 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 11 Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Issuer Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Article; 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 9.03 and any governing law1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051205, the “"Trustee”") pursuant to Section 11.04 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 1204 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 11 Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Issuer Request any money or Government Securities held by it as provided in Section 11.04 1204 which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law1003, all money cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051305, the “Qualifying Trustee”) pursuant to Section 11.04 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, 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 1304 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 11 Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Issuer Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 11Article; provided that, solely in a case involving Government Securities, such determination shall be accompanied by an opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm 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 9.03 and any governing law8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “"Senior Subordinated Note Trustee”") pursuant to Section 11.04 8.04 hereof in respect of the Outstanding Securities outstanding Senior Subordinated Notes shall be held in trust and applied by the Senior Subordinated Note Trustee, in accordance with the provisions of such Securities Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Issuers acting as its own Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such Securities Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, and interest, 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 Agentlaw. The Issuer Issuers and the Senior Subordinated Note Guarantors shall pay and indemnify the Senior Subordinated Note Trustee and (if applicable) its officers, directors, employees and agents against any Taxtax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.04 8.04 hereof 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 Securitiesoutstanding Senior Subordinated Notes. Anything in this Article 11 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable Government Securities held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to the TrusteeSenior Subordinated Note Trustee (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 11Covenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law11.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 11.05, the “Trustee”trustee or agent) pursuant to Section 11.04 11.4 hereof in respect of the Outstanding Securities outstanding Lessor Notes or outstanding amounts due under the Debt Service Reserve Letter of Credit shall be held in trust and applied by the TrusteeSecurity Agent, in accordance with the provisions of such Securities Lessor Notes and this Lease Indenture, to the payment, either directly or through any Paying Agent [(including the Issuer Owner Lessor acting as its own Paying Agent) as the Trustee may determine)], to the Holders Noteholders of such Securities Lessor 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 issuer of the Issuer or Level 3 Parent acts as the Issuer’s Paying AgentDebt Service Reserve Letter of Credit. The Issuer shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and (if applicable) its officers, directors, employees and agents the Security Agent against any Taxtax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.04 11.4 hereof 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 Noteholders of the Outstanding Securitiesoutstanding Lessor Notes. Anything in this Article 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuer Owner Lessor from time to time upon the Issuer’s Request request of the Owner Lessor any money or non-callable Government Securities held by it as provided in Section 11.04 11.4 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to the TrusteeLease Indenture Trustee (which may be the opinion delivered under Section 11.4(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 11Covenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law, all 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 11.05, the “Trustee”) pursuant to Section 11.04 1104 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 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 accrued 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 Agentlaw. The Issuer Company and the Guarantors shall (on a joint and several basis) 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 11.04 1104 or the principal principal, premium, if any, 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 Securitiesoutstanding Notes. Anything in this Article 11 Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the Issuer’s Request any money or non-callable Government Securities held by it as provided in Section 11.04 1104 which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 Legal Defeasance or covenant defeasance, as applicable, Covenant Defeasance. “SECTION 1106 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable Government Securities in accordance with Section 1101, 1102 or 1103 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article 11Eleven until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or non-callable Government Securities in accordance with Section 1101, 1102 or 1103, as the case may be; provided that if the Company or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or non-callable Government Securities held by the Trustee or Paying Agent.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law903, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051105, the “Trustee”) pursuant to Section 11.04 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 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 11.04 1104 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 11 Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 1104 which, in the opinion of a certified public 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 11Eleven.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Mortgage Note Trustee (or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “"Mortgage Note Trustee”") pursuant to Section 11.04 8.04 hereof in respect of the Outstanding Securities outstanding Mortgage Notes shall be held in trust and applied by the Mortgage Note Trustee, in accordance with the provisions of such Securities Mortgage Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Issuers acting as its own Paying Agent) as the Mortgage Note Trustee may determine, to the Holders of such Securities Mortgage Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, and interest, 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 Agentlaw. The Issuer Issuers and the Mortgage Note Guarantors shall pay and indemnify the Mortgage Note Trustee and (if applicable) its officers, directors, employees and agents against any Taxtax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.04 8.04 hereof 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 Securitiesoutstanding Mortgage Notes. Anything in this Article 11 Eight to the contrary notwithstanding, the Mortgage Note Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable Government Securities held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to the TrusteeMortgage Note Trustee (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 11Covenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.051205, the “Trustee”) pursuant to Section 11.04 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 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 11.04 1204 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 11 Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Request any money or Government Securities held by it as provided in Section 11.04 1204 which, in the opinion of a certified public 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 11Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law8.06 hereof, all money and money, Government Securities Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.058.05, the “Trustee”) pursuant to Section 11.04 8.04 in respect of the any Outstanding Securities shall of any series will be held in trust and applied by the such 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 such Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law or law. Upon receipt of a written direction from the Issuer, the Trustee will invest any funds being held pursuant to this Indenture in accordance with such direction. Any direction from the Issuer to the extent Trustee shall be in writing and shall be provided to the Trustee no later than 11:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Trustee after 11:00 am. (Toronto time) or received on a day that is not a Business Day in the City of Toronto, shall be deemed to have been given prior to 11:00 a.m. (Toronto time) on the next Business Day. The Trustee shall hold any Government Obligations deposited with it by the Issuer and shall cash or Level 3 Parent acts as re-invest any remaining amounts only in accordance with the written direction of the Issuer’s Paying Agent. The Trustee shall not be held liable for any losses incurred in the investment of any funds being held pursuant to this Indenture other than in the event of negligence, wilful misconduct or bad faith of the Trustee. The Issuer shall will pay and indemnify the such Trustee and (if applicable) its officers, directors, employees and agents against any Taxtax, fee or other charge imposed on or assessed against the money or non-callable Government Securities Obligations deposited pursuant to Section 11.04 8.04 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 such Outstanding Securities. Anything Notwithstanding anything in this Article 11 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the Issuer’s Request request of the Issuer any money or non-callable Government Securities Obligations held by it as provided in Section 11.04 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to such Trustee (which may be the Trusteeopinion delivered under Section 8.04 (1)), 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 11Covenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law10.03, all money cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.0513.05, the “Qualifying Trustee”) pursuant to Section 11.04 13.04 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 Level 3 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 Taxtax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 11.04 13.04 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 11 Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s Issuer Request any money or Government Securities held by it as provided in Section 11.04 which, in the opinion of a certified public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) expressed in a written certification thereof delivered to the Trustee, 13.04 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 11Article; 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 9.03 and any governing law12.03 hereof, all money and U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.059.05, the “Trustee”) pursuant to Section 11.04 9.04 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 the Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer Parent Guarantor or a Subsidiary thereof 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, 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 Agentlaw. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors 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 cash or non-callable U.S. Government Securities Obligations deposited pursuant to Section 11.04 9.04 hereof 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 Securitiesoutstanding Notes. Anything in this Article 11 IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 11.04 9.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 9.04(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 defeasanceCovenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, as applicable, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and any security for the Notes (other than the trust fund described in accordance with this Article 11Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 9.03 and any governing law‎Section 12.03 hereof, all money and U.S. Government Securities Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.05‎Section 8.05, the “Trustee”) pursuant to Section 11.04 ‎Section 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 the Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer Parent Guarantor or a Subsidiary thereof 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, 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 Agentlaw. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors 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 cash or non-callable U.S. Government Securities Obligations deposited pursuant to Section 11.04 ‎Section 8.04 hereof 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 Securitiesoutstanding Notes. Anything in this Article 11 ‎Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the Issuer’s Request request of the Issuers any money or non-callable U.S. Government Securities Obligations held by it as provided in Section 11.04 ‎Section 8.04 hereof which, in the opinion of a certified nationally recognized firm of independent public accountant (selected by the Issuer or Level 3 Parent in its sole discretion) 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 defeasanceCovenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, as applicable, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in accordance with this Article 11‎Section 8.04 hereof) shall be released.