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

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held and applied by the Principal Paying Agent, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer will pay and indemnify the Principal Paying Agent against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Principal Paying Agent will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to Section 8.06 hereof8.06, all money money, all U.S. Government Obligations and non-callable all European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Issuer will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, cash in dollars or against U.S. Government Obligations (in the non-callable case of the Dollar Notes) and euros or against European Government Obligations (in the case of the Euro Notes) deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. . (c) Notwithstanding anything in this Article 8 to the contrary, the Principal Paying Agent Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable U.S. Government Obligations (in the case of the Dollar Notes) and non-callable European Government Obligations (in the case of the Euro Notes) held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) hereof8.04(a)(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 8.6 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.04 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 VIII to the contrary, the Principal Paying Agent Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed ex-pressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principalAccreted Value, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the cash or non-callable European Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company any money, money or non-callable European Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.06 hereof1003, all money euros and non-callable European Swedish Government Euro Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 8.04 hereof 1304 in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes Notes, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, interest ) and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, euros and the non-callable European Swedish Government Euro Obligations deposited with the Trustee pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 Thirteen to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company Order any money, non-callable European euros or Swedish Government Euro Obligations held by it as provided in Section 8.04 hereof 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Issuers acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Issuers shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Issuers from time to time upon the request of the Issuer Issuers any money, non-callable European money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(g) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to Section 8.06 hereof8.06, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee pursuant to Section 8.04 hereof in respect of the Notes then outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company or a Guarantor acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Amounts, if anyon the Notes, but such money need not be segregated from other funds except to the extent required by law. . (b) The Issuer Company will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Holders. (c) Anything in this Article 8 to the contrarycontrary notwithstanding, the Principal Paying Agent Trustee will deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) hereof8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.06 hereof1003, all money euros and non-callable European German Government Euro Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee or other qualifying trustee (collectively, for purposes of this Section 1205, the "TRUSTEE") pursuant to Section 8.04 hereof 1204 in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes Notes, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, interest ) and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, euros and the non-callable European German Government Euro Obligations deposited with the Trustee pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 Twelve to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company Request any money, non-callable European euros or German Government Euro Obligations held by it as provided in Section 8.04 hereof 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money money, Government Securities and non-callable European Government Obligations (including the any proceeds thereof) deposited with the Principal Paying Agent Trustee pursuant to Section 8.04 hereof in respect of the outstanding Outstanding Notes will of the Series shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company and Guarantors shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable Government Securities or European Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Notes of that Series. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company any money, non-callable Government Securities or European Government Obligations held by it as provided in Section 8.04 hereof whichthat, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 8.6 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.04 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 VIII to the contrary, the Principal Paying Agent Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European United States Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations cash or securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European Government Obligations money or securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written ___ certification ___ thereof ___ delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.06 1003 hereof, all money Money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 8.04 hereof 1204 in respect of the outstanding Outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such 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 Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest principal and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Governmental Obligations deposited pursuant to Section 8.04 1204 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 Twelve to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company Request any money, non-callable European Money or Government Obligations held by it as provided in Section 8.04 hereof 1204 which, in the opinion of a nationally recognized firm of independent public accountants Independent Public Accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance legal defeasance or Covenant Defeasancecovenant defeasance as applicable, in accordance with this Article.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 8.6 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.04 8.4 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Senior Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the cash or non-callable European Government Obligations deposited pursuant to Section 8.04 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notesthereof. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company any money, money or non-callable European Government Obligations held by it as provided in Section 8.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which 73 73 may be the opinion delivered under Section 8.04(b8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof8.06, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Issuer, Holdings or a Note Guarantor acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest premium and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Issuers shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Issuers from time to time upon the request of the Issuer Issuers any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a 509335-1996-14206-13941291 nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) hereof8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 8.6 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying Trustee, collectively for purposes of this Section 8.5 only, the “Trustee”) pursuant to Section 8.04 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including other than the Issuer acting as Paying AgentIssuer) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principalprincipal or Redemption Price of, premiumand Additional Interest, if any, and interest and Additional Amountson, if anythe Notes, but provided that such money need not be segregated from other funds except to the extent required by law. The Issuer will shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) 8.4 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 8.6 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.04 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash or Government Obligations deposited pursuant to Section 8.04 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 VIII to the contrary, the Principal Paying Agent Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to Section 8.06 hereof8.06, all money and non-callable European all UK Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Issuer will pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European cash in sterling or against UK Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. . (c) Notwithstanding anything in this Article 8 to the contrary, the Principal Paying Agent Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European UK Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) hereof8.04(a)(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European money, Government Obligations Securities (including the any proceeds thereof) deposited with the Principal Paying Agent Trustee pursuant to Section 8.04 hereof in respect of the outstanding Outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer Company acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such the Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company and Guarantors shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company any money, non-callable European Government Securities Obligations held by it as provided in Section 8.04 hereof whichthat, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 8.06 hereof10.4, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying Trustee; collectively, for purposes of this Section, the “defeasance Trustee”) pursuant to Section 8.04 hereof 10.4 in respect of the outstanding a Series of Notes will shall be held in trust and applied by the Principal Paying Agentdefeasance Trustee, in accordance with the provisions of such 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 Principal Paying Agent defeasance Trustee may determine, to the Holders of such Notes Notes, of all sums due and to become due thereon in respect of principal, premium, if any, interest principal and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Company shall pay and indemnify the Principal Paying Agent defeasance Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations deposited pursuant to Section 8.04 hereof 10.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Notes of such Series. Notwithstanding anything Anything in this Article 8 Ten to the contrarycontrary notwithstanding, the Principal Paying Agent will defeasance Trustee shall deliver or pay to the Issuer Company from time to time upon the request of the Issuer Company Order any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 hereof 10.4 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof)defeasance Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 8.06 hereof10.4, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying Trustee; collectively, for purposes of this Section, the "defeasance Trustee") pursuant to Section 8.04 hereof 10.4. in respect of the outstanding a Series of Notes will shall be held in trust and applied by the Principal Paying Agentdefeasance Trustee, in accordance with the provisions of such 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 Principal Paying Agent defeasance Trustee may determine, determine to the Holders of such Notes Notes, of all sums due and to become due thereon in respect of principal, premium, if any, interest principal and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will shall pay and indemnify the Principal Paying Agent defeasance Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations deposited pursuant to Section 8.04 hereof 10.4. or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Notes of such Series. Notwithstanding anything Anything in this Article 8 Ten to the contrarycontrary notwithstanding, the Principal Paying Agent will defeasance Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer Order any money, non-callable European money or Government Obligations held by it as provided in Section 8.04 hereof 10.4. which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent (which may be the opinion delivered under Section 8.04(b) hereof)defeasance Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance defeasance or Covenant Defeasance.covenant defeasance..

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European United States Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations cash or securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European Government Obligations money or securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) __ hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European money, Government Obligations Securities (including the any proceeds thereof) deposited with the Principal Paying Agent Trustee pursuant to Section 8.04 hereof in respect of the outstanding Outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such the Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will and Guarantors shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable European Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money, non-callable European Government Securities Obligations held by it as provided in Section 8.04 hereof whichthat, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b) 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable European Government Obligations (including the proceeds thereof) deposited with the Principal Paying Agent Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Principal Paying AgentTrustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the an Issuer acting as Paying Agent) as the Principal Paying Agent Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuer will Issuers shall pay and indemnify the Principal Paying Agent Trustee against any tax, fee or other charge imposed on or assessed against the cash, the cash or non-callable European Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Principal Paying Agent will Trustee shall deliver or pay to the Issuer Issuers from time to time upon the request of the Issuer Issuers any money, money or non-callable European Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Principal Paying Agent Trustee (which may be the opinion delivered under Section 8.04(b8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.