Common use of Payments to be Held in Trust Clause in Contracts

Payments to be Held in Trust. Any money deposited with the Agent, in trust for payment with respect to any Capital Unit, remaining unclaimed for two years after such payment has become due and payable shall be paid to MS plc or the Corporation on request of MS plc or the Corporation, as the case may be, pursuant to an Officer's Certificate; and the Holder of such Capital Unit shall thereafter, as an unsecured general creditor, look only to MS plc or the Corporation, as the case may be, for payment thereof, and all liability of the Agent with respect to such trust money shall thereupon cease. In the event that (i) a Termination Event has not occurred, (ii) the Corporation has issued Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock and (iii) a Holder of a Capital Unit Certificate fails to present and surrender the appropriate Capital Unit Certificate to the Agent, the Depositary Receipts issuable in respect of the Depositary Shares to be purchased pursuant to the Purchase Contracts evidenced by such Capital Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts has been made, payments in respect of principal of the Debentures that are part of such Capital Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract, any distributions received by the Agent with respect to the Depositary Receipts representing the Depositary Shares issued in respect of the Capital Unit Certificates shall be paid to the Corporation, on the request of the Corporation pursuant to an Officer's Certificate, and the Holders of such Capital Unit shall thereafter, as unsecured general creditors, look only to the Corporation for payment thereof and all liability of the Agent with respect to such trust assets shall thereafter cease. Any cash held by the Agent in respect of the principal of the Debentures shall be distributed by the Agent in accordance with the provisions of the succeeding paragraph. In the event (i) a Termination Event has occurred, (ii) the Corporation fails to issue Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock or (iii) a Holder of a Capital Unit has properly effected a Cash Settlement on the Purchase Date, any money deposited with the Agent or Trustee for payment of principal and interest, if any, on any Debenture evidenced by such Capital Unit shall be held by the Agent, in trust, for the benefit of such Holder, until a Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the repayment of the principal of the Debentures, any money deposited with the Agent for payment of principal on such Debenture evidenced by such Capital Unit Certificate shall be paid to MS plc (or the Corporation, if the Corporation deposited such money pursuant to the Guarantee) upon the request of MS plc or the Corporation, as the case may be, pursuant to an Officer's Certificate and the Holders of such Debentures shall thereafter, as unsecured general creditors, look only to MS plc or the Corporation, as the case may be, for payment thereof and all liability of the Agent with respect to such trust money shall thereupon cease.

Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before each due date of the principal of or interest on any of the Debentures, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of, premium (if any) or interest on any Debentures, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Debentures) in the making of any payment in respect of the Debentures, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment with respect to of the principal of or interest on any Capital Unit, Debenture and remaining unclaimed for two years 18 months after such payment principal, premium or interest has become due and payable shall be paid to MS plc the Company on Company Request, or (if then held by the Corporation on request of MS plc or the Corporation, as the case may be, pursuant to an Officer's CertificateCompany) shall be discharged from such trust; and the Holder of such Capital Unit Debenture shall thereafter, as an unsecured general creditor, look only to MS plc or the Corporation, as the case may be, Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease. In the event that (i) a Termination Event has not occurredmoney, (ii) the Corporation has issued Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock and (iii) a Holder of a Capital Unit Certificate fails to present and surrender the appropriate Capital Unit Certificate to the Agent, the Depositary Receipts issuable in respect of the Depositary Shares to be purchased pursuant to the Purchase Contracts evidenced by such Capital Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts has been made, payments in respect of principal of the Debentures that are part of such Capital Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract, any distributions received by the Agent with respect to the Depositary Receipts representing the Depositary Shares issued in respect of the Capital Unit Certificates shall be paid to the Corporation, on the request of the Corporation pursuant to an Officer's Certificate, and the Holders of such Capital Unit shall thereafter, as unsecured general creditors, look only to the Corporation for payment thereof and all liability of the Agent with respect to such trust assets shall thereafter cease. Any cash held by the Agent in respect of the principal of the Debentures shall be distributed by the Agent in accordance with the provisions of the succeeding paragraph. In the event (i) a Termination Event has occurredCompany as trustee thereof, (ii) the Corporation fails to issue Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock or (iii) a Holder of a Capital Unit has properly effected a Cash Settlement on the Purchase Date, any money deposited with the Agent or Trustee for payment of principal and interest, if any, on any Debenture evidenced by such Capital Unit shall be held by the Agent, in trust, for the benefit of such Holder, until a Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the repayment of the principal of the Debentures, any money deposited with the Agent for payment of principal on such Debenture evidenced by such Capital Unit Certificate shall be paid to MS plc (or the Corporation, if the Corporation deposited such money pursuant to the Guarantee) upon the request of MS plc or the Corporation, as the case may be, pursuant to an Officer's Certificate and the Holders of such Debentures shall thereafter, as unsecured general creditors, look only to MS plc or the Corporation, as the case may be, for payment thereof and all liability of the Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Payments to be Held in Trust. If the Company or any Subsidiary Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to 11:00 A.M., New York City time, on each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company, the Subsidiary Guarantors, if applicable, or any other obligor upon the Securities of that series in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment with respect to of the principal of or any Capital Unit, premium or interest on any Security of any series and remaining unclaimed for two years after such payment principal, premium or interest has become due and payable shall be paid to MS plc the Company on Company Request, or (if then held by the Corporation on request of MS plc or the Corporation, as the case may be, pursuant to an Officer's CertificateCompany) shall be discharged from such trust; and the Holder of such Capital Unit Security shall thereafter, as an unsecured general creditor, look only to MS plc or the Corporation, as the case may be, Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease. In the event that (i) a Termination Event has not occurredmoney, (ii) the Corporation has issued Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock and (iii) a Holder of a Capital Unit Certificate fails to present and surrender the appropriate Capital Unit Certificate to the Agent, the Depositary Receipts issuable in respect of the Depositary Shares to be purchased pursuant to the Purchase Contracts evidenced by such Capital Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts has been made, payments in respect of principal of the Debentures that are part of such Capital Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract, any distributions received by the Agent with respect to the Depositary Receipts representing the Depositary Shares issued in respect of the Capital Unit Certificates shall be paid to the Corporation, on the request of the Corporation pursuant to an Officer's Certificate, and the Holders of such Capital Unit shall thereafter, as unsecured general creditors, look only to the Corporation for payment thereof and all liability of the Agent with respect to such trust assets shall thereafter cease. Any cash held by the Agent in respect of the principal of the Debentures shall be distributed by the Agent in accordance with the provisions of the succeeding paragraph. In the event (i) a Termination Event has occurredCompany as trustee thereof, (ii) the Corporation fails to issue Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock or (iii) a Holder of a Capital Unit has properly effected a Cash Settlement on the Purchase Date, any money deposited with the Agent or Trustee for payment of principal and interest, if any, on any Debenture evidenced by such Capital Unit shall be held by the Agent, in trust, for the benefit of such Holder, until a Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the repayment of the principal of the Debentures, any money deposited with the Agent for payment of principal on such Debenture evidenced by such Capital Unit Certificate shall be paid to MS plc (or the Corporation, if the Corporation deposited such money pursuant to the Guarantee) upon the request of MS plc or the Corporation, as the case may be, pursuant to an Officer's Certificate and the Holders of such Debentures shall thereafter, as unsecured general creditors, look only to MS plc or the Corporation, as the case may be, for payment thereof and all liability of the Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 1004Statement by Officers as to Default.

Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities and any Coupons appertaining thereto, it will, prior to 10:00 a.m. New York time on each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment with respect to of the principal of or any Capital Unit, premium or interest on any Security of any series and remaining unclaimed for two years after such payment principal, premium or interest has become due and payable shall be paid to MS plc the Company on Company Request (including interest income accrued on said funds to which the Company is otherwise entitled), or (if then held by the Corporation on request of MS plc or the Corporation, as the case may be, pursuant to an Officer's CertificateCompany) shall be discharged from such trust; and the Holder of such Capital Unit Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to MS plc or the Corporation, as the case may be, Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease. In the event that (i) a Termination Event has not occurredmoney, (ii) the Corporation has issued Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock and (iii) a Holder of a Capital Unit Certificate fails to present and surrender the appropriate Capital Unit Certificate to the Agent, the Depositary Receipts issuable in respect of the Depositary Shares to be purchased pursuant to the Purchase Contracts evidenced by such Capital Unit Certificate, together with any distributions thereon (and, if an effective Cash Settlement with respect to the obligations under such Purchase Contracts has been made, payments in respect of principal of the Debentures that are part of such Capital Units), shall be held by the Agent, in trust, for the benefit of such Holder, until such Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless. In the event such Capital Unit Certificate is not presented and surrendered or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the date of settlement of the related Purchase Contract, any distributions received by the Agent with respect to the Depositary Receipts representing the Depositary Shares issued in respect of the Capital Unit Certificates shall be paid to the Corporation, on the request of the Corporation pursuant to an Officer's Certificate, and the Holders of such Capital Unit shall thereafter, as unsecured general creditors, look only to the Corporation for payment thereof and all liability of the Agent with respect to such trust assets Company as trustee thereof, shall thereafter thereupon cease. Any cash held Section 1004. Statement by the Agent in respect of the principal of the Debentures shall be distributed by the Agent in accordance with the provisions of the succeeding paragraphOfficers as to Default. In the event (i) a Termination Event has occurred, (ii) the Corporation fails The Company will deliver to issue Preferred Stock against tender of payment for the Depositary Shares evidencing such Preferred Stock or (iii) a Holder of a Capital Unit has properly effected a Cash Settlement on the Purchase Date, any money deposited with the Agent or Trustee for payment of principal and interest, if any, on any Debenture evidenced by such Capital Unit shall be held by the Agent, in trust, for the benefit of such Holder, until a Capital Unit Certificate is presented and surrendered or such Holder delivers to the Agent, the Trustee, MS plc within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and the Corporation (i) evidence to their satisfaction that such certificate has been destroyed, lost or stolen and (ii) such security or indemnity as may be required by them to hold each of them and any agent observance of any of them harmless. In the event such Capital Unit Certificate is not presented terms, provisions and surrendered conditions of this Indenture (without regard to any period of grace or such Holder does not satisfy the applicable conditions specified in the preceding sentence on or prior to the date two years after the repayment requirement of the principal of the Debentures, any money deposited with the Agent for payment of principal on such Debenture evidenced by such Capital Unit Certificate shall be paid to MS plc (or the Corporationnotice provided hereunder) and, if the Corporation deposited Company shall be in default, specifying all such money pursuant to the Guarantee) upon the request of MS plc or the Corporation, as the case may be, pursuant to an Officer's Certificate defaults and the Holders nature and status thereof of such Debentures shall thereafter, as unsecured general creditors, look only to MS plc or the Corporation, as the case which they may be, for payment thereof and all liability of the Agent with respect to such trust money shall thereupon ceasehave knowledge.