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 Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all All money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 9.0513.05 and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 9.04 hereof 13.04 in respect of the outstanding Notes 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 Notes series and the this Indenture, to the payment, either directly or through any such Paying Agent (including either Issuer the Issuers acting as a Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Notes 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. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article IX XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers Issuers’ Request any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof)Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series. If Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers exercise either their Legal Defeasance or Covenant Defeasance optionupon request any money held by them for the payment of principal, each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee interest, and any security 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 Notes (other than money must look to the trust fund described in Section 9.04 hereof) Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall be releasedcease.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.6 hereof, all the trust established pursuant to Section 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 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of that Series deposited with it pursuant to Sections 8.4 or 8.8. It shall apply the outstanding Notes 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 Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes 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 and U.S. Government Obligations has been deposited. The Holder of any Security replaced pursuant to Section 2.7 shall not be segregated from other funds except entitled to any such payment and shall look only to the extent required by lawCorporation for any payment which such Holder may be entitled to collect. The Issuers In connection with defeasance, covenant defeasance or the satisfaction and discharge of this Indenture with respect to Securities of a Series pursuant to Section 8.2, 8.3 or 8.8 hereof, respectively, the Subsidiary Guarantors shall pay and indemnify escrow trust agreement or other arrangement may, at the Corporation’s election, (1) enable the Corporation to direct the Trustee against to invest any tax, fee or other charge imposed money received by the Trustee on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant in trust thereunder in additional U.S. Government Obligations and (2) enable the Corporation to Section 9.04 hereof withdraw moneys or U.S. Government Obligations from the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers trust from time to time upon time; provided, however, that the request condition specified in Section 8.4(1) or 8.8(1) is satisfied immediately following any investment of such money by the Issuers any money Trustee or non-callable U.S. the withdrawal of moneys or U. S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee and any security for the Notes (other than from the trust fund described in Section 9.04 hereof) shall be releasedby the Corporation, as the case may be.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. UK Government 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 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreement and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. UK Government Obligations deposited pursuant to Section 9.04 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 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. UK Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05 and Section 11.02, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, if any, or Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the written request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 8.04 hereof which, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise Company exercises either their its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall will be released and relieved of any obligations under its related Subsidiary Guarantee and any security for the Notes (other than the trust fund described in Section 9.04 hereoftrust) shall will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.8 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 9.05and Section 8.9 hereof, the “Trustee and any such other trustee are referred to collectively as the "Trustee”") pursuant to Section 9.04 8.6 hereof in respect of the outstanding any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any such Paying Agent (including either Issuer the Company acting as a its own Paying Agent) as the Trustee may determine, to the Holders of such 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. Anything in this Article to the contrary notwithstanding, the Trustee or 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 case may be, with respect to such Securities. The Issuers and provisions of Section 8.8 hereof shall apply to any money held by the Subsidiary Guarantors 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 against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof this Article or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Trustee shall have no responsibility or liability to calculate the amounts of cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation in connection with any Legal Defeasance or Covenant Defeasance and the Subsidiary Guarantors Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate received from the Company stating that such amounts deposited with the Trustee are sufficient. The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Parent Guarantor or a Subsidiary thereof acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee Note Guaranty and any security for the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in Section 9.04 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Issuers or a Guarantor acting as a Paying Agent) as the 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, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company or a Subsidiary Guarantor acting as a Paying Agent) as the 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm of or independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.6 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”trustee or agent) pursuant to Section 9.04 11.4 hereof in respect of the 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 Lessor Notes and the this Lease Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the Trustee may determine, to the Holders Noteholders of such 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 lawlaw or the issuer of the Debt Service Reserve Letter of Credit. The Issuers and the Subsidiary Guarantors shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 11.4 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 Noteholders of the outstanding Lessor Notes. Anything in this Article IX 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuers Owner Lessor from time to time upon the request of the Issuers Owner Lessor any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 9.04(a11.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 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 12.03 hereof1003, all money cash and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.051305, the “Qualifying Trustee”) pursuant to Section 9.04 hereof 1304 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer acting as a its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such 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. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Qualifying Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer Request any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (1304 which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. If , as applicable, in accordance with this Article; 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 Issuers exercise either their 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 optionDefeasance, 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 as applicable, in Section 9.04 hereof) shall be releasedaccordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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 interestinterest (including Additional Interest, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Parent Guarantor or a Subsidiary thereof acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-non- callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee Note Guaranty and any security for the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in Section 9.04 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. Government Obligations (including the proceeds thereof) ), as applicable, 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreement and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. The Company shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 Notes. Anything The obligations of the Company 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding 2017 A Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such 2017 A Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer or a Guarantor acting as a Paying Agent) as the Trustee may determine, to the Holders of such 2017 A Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 2017 A Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.6 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”trustee or agent) pursuant to Section 9.04 11.4 hereof in respect of the 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 Lessor Notes and the this Lease Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the Trustee may determine, to the Holders Noteholders of such 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 lawlaw or any of the Debt Service Reserve Letter of Credit Secured Parties. The Issuers and the Subsidiary Guarantors shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 11.4 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 Noteholders of the outstanding Lessor Notes. Anything in this Article IX 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuers Owner Lessor from time to time upon the request of the Issuers Owner Lessor any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 9.04(a11.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall of a Series will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principalprincipal of, and premium, if any, and interest, interest but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 NotesNotes of such Series. Anything Notwithstanding anything in this Article IX ARTICLE VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If This provision shall not authorize the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall be released and relieved sale by the Trustee of any obligations Government Securities held under its Guarantee and any security for the Notes (other than the trust fund described in Section 9.04 hereof) shall be releasedthis Indenture.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trusteeSenior Subordinated Note Trustee, collectively for purposes of this Section 9.058.05, the “Trustee”"SENIOR SUBORDINATED NOTE TRUSTEE") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust and applied by the Senior Subordinated Note Trustee, in accordance with the provisions of such Senior Subordinated Notes and the this Senior Subordinated Note Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such Senior Subordinated 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. The Issuers Company and the Subsidiary Guarantors shall pay and indemnify the Senior Subordinated Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Subordinated Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Subordinated Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. UK Government Obligations (including the proceeds thereof) ), as applicable, 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreement and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. The Company shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. UK Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 Notes. Anything The obligations of the Company 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. UK Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding 2017 B Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such 2017 B Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer or a Guarantor acting as a Paying Agent) as the Trustee may determine, to the Holders of such 2017 B Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 2017 B Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 9.058.05, the “"Senior Note Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and the this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Senior Note 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors shall pay and indemnify the Senior Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Company, the Co-Issuer or a Guarantor acting as a Paying Agent) as the 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, premium and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article X or XII hereof. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.6, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.5, the “Trustee”) pursuant to Section 9.04 hereof 8.4 in respect of the outstanding Notes subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent paying agent (including either Issuer the Company acting as a Paying Agentpaying agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof 8.4 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 NotesNotes subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof8.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. European Government Obligations (including the proceeds thereof) ), as applicable, 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreement and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. The Company shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. European Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 Notes. Anything The obligations of the Company 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. European Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 9.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.059.05 and Section 12.02, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, if any, or Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a9.04(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. If the Issuers exercise Company exercises either their its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall will be released and relieved of any obligations under its related Subsidiary Guarantee and any security for the Notes (other than the trust fund described in Section 9.04 hereoftrust) shall will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 10.06 hereof, all money cash in U.S. dollars and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.0510.05, the “Trustee”) pursuant to Section 9.04 10.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 10.04 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. Such indemnity shall survive the satisfaction and discharge of this Indenture and any resignation or removal of the Trustee hereunder. Anything in this Article IX X to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money cash in U.S. dollars or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 10.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) 10.04 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. money, Government 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust and applied by the such Trustee, in accordance with the provisions of such Notes Securities and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer acting as a Paying Agent) as the such Trustee may determine, to the Holders of such Notes 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. 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 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 Issuers Trustee shall hold any Government Obligations deposited with it by the Issuer and shall cash or re-invest any remaining amounts only in accordance with the Subsidiary Guarantors written direction of the Issuer. 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 will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article IX 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 such Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “"Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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 interestAdditional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors shall jointly and severally pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the written request of the Issuers Company and be relieved of all liability with respect to any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. UK Government Obligations (including the proceeds thereof) ), as applicable, 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreements and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreements. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. UK Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. UK Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Parent Guarantor or a Subsidiary thereof acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.Section

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and UK Government Obligations or U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable UK Government Obligations or U.S. Government Obligations deposited pursuant to Section 9.04 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 for the account of the Holders of the outstanding 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money money, UK Government Obligations or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 9.058.05, the “Trustee”"SENIOR NOTE TRUSTEE") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and the this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Senior Note 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors shall pay and indemnify the Senior Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations or UK Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Deeds and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deeds. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations or UK Government Obligations deposited pursuant to Section 9.04 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 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations or UK Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Issuers acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Partnership from time to time upon the request of the Issuers Partnership any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(2) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 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 12.03 hereof1003, all money cash and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.051305, the “Qualifying Trustee”) pursuant to Section 9.04 hereof 1304 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer acting as a its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such 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. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Qualifying Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer Request any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (1304 which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. If , as applicable, in accordance with this Article; 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 Issuers exercise either their 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 optionDefeasance, 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 as applicable, in Section 9.04 hereof) shall be releasedaccordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “"Senior Subordinated Note Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust and applied by the Senior Subordinated Note Trustee, in accordance with the provisions of such Senior Subordinated Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Issuers acting as a Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such 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. The Issuers and the Subsidiary Senior Subordinated Note Guarantors shall pay and indemnify the Senior Subordinated Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Subordinated Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Subordinated Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Parent Guarantor or a Subsidiary thereof acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee Note Guaranty and any security for the Notes (other than the trust fund described in Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all All money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 9.05and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 9.04 hereof 13.04 in respect of the outstanding Notes 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 Notes series and the this Indenture, to the payment, either directly or through any such Paying Agent (including either Issuer the Issuers acting as a Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Notes 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. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article IX XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers Issuers’ Request any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof)Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series. If Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers exercise either their Legal Defeasance or Covenant Defeasance optionupon request any money held by them for the payment of principal, each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee interest, and any security 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 Notes (other than money must look to the trust fund described in Section 9.04 hereof) Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall be releasedcease.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Mortgage Note Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “"Mortgage Note Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Mortgage Notes shall be held in trust and applied by the Mortgage Note Trustee, in accordance with the provisions of such Mortgage Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Issuers acting as a Paying Agent) as the Mortgage Note Trustee may determine, to the Holders of such 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. The Issuers and the Subsidiary Mortgage Note Guarantors shall pay and indemnify the Mortgage Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Mortgage Notes. Anything in this Article IX Eight to the contrary notwithstanding, the Mortgage Note Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Mortgage Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.5, the “Trustee”) pursuant to Section 9.04 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such the outstanding Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer one of the Issuers or one of the Subsidiaries acting as a Paying Agent) as the Trustee may determine, to the Holders of such the outstanding Notes of all sums due and to become due thereon in respect of principalAccreted Value, premium, if any, and interestInterest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 8.4 hereof or the principal and interest received in respect thereof thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesHolders. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (not at the Trustee’s expense) (which may be the opinion delivered under Section 9.04(a8.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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 for the account of the Holders of the outstanding 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable and U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof, all All money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 hereof 1104 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof 1104 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article IX Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof 1104 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. “SECTION 1106 Reinstatement. If the Issuers exercise either their Legal Defeasance Trustee or Covenant Defeasance optionPaying 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 Subsidiary Guarantor Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be released revived and relieved reinstated as though no deposit had occurred pursuant to this Article Eleven 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 obligations under its Guarantee and any security for Notes because of the Notes (other than reinstatement of their obligations, the trust fund described in Section 9.04 hereof) Company or the Guarantors, as the case may be, shall be releasedsubrogated 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 Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trusteeSenior Subordinated Note Trustee, collectively for purposes of this Section 9.058.05, the “"Senior Subordinated Note Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust and applied by the Senior Subordinated Note Trustee, in accordance with the provisions of such Senior Subordinated Notes and the this Senior Subordinated Note Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such Senior Subordinated 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. The Issuers Company and the Subsidiary Senior Subordinated Note Guarantors shall pay and indemnify the Senior Subordinated Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Subordinated Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Subordinated Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations or Euro-Denominated Designated Governmental Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “"Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations or Euro-Denominated Designated Governmental Obligations deposited pursuant to Section 9.04 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 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations or Euro-Denominated Designated Governmental Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. European Government Obligations (including the proceeds thereof) ), as applicable, 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreements and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreements. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. European Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. European Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 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 12.03 hereof10.03, all money cash and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.0513.05, the “Qualifying Trustee”) pursuant to Section 9.04 hereof 13.04 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer acting as a its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such 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. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Qualifying Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof 13.04 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 Outstanding Notes. Anything in this Article IX Thirteen to the contrary notwithstanding, the Qualifying Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer Request any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (13.04 which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. If , as applicable, in accordance with this Article; 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 Issuers exercise either their 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 optionDefeasance, 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 as applicable, in Section 9.04 hereof) shall be releasedaccordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Issuers or a Guarantor acting as a Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Notes series of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 NotesSecurities of such series. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the written request of the Issuers any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 9.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.059.05 and Section 12.02, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a9.04(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. If the Issuers exercise Company exercises either their its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall will be released and relieved of any obligations under its related Subsidiary Guarantee and any Collateral or security for the Notes (other than the trust fund described in Section 9.04 hereoftrust) shall and the other Notes Obligations will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. European Government 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreements and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreements. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. European Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. European Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) hereof8.04(a)), are in excess of the amount 135 thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 hereof8.06, all money and U.S. UK Government 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 9.058.05, the “Trustee”) pursuant to Section 9.04 hereof 8.04 in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to the Intercreditor Agreements and the Subsidiary Guarantors Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreements. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. UK Government Obligations deposited pursuant to Section 9.04 hereof 8.04 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 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 IX VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. UK Government Obligations held by it as provided in Section 9.04 hereof 8.04 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 Trustee (which may be the opinion delivered under Section 9.04(a) 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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer or a Guarantor acting as a Paying Agent) as the 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, premium and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof, except as contemplated by Section 10.12 or Section 12.12, as the case may be. The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.103

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either the Issuer or a Guarantor acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 11 or Article 13 hereof The Issuers and the Subsidiary Guarantors Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.8 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 9.05and Section 8.9 hereof, the “Trustee and any such other trustee are referred to collectively as the "Trustee”") pursuant to Section 9.04 8.6 hereof in respect of the outstanding any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any such Paying Agent (including either Issuer the Company acting as a its own Paying Agent) as the Trustee may determine, to the Holders of such Notes for the payment or redemption of which such finds 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. Anything in this Article to the contrary notwithstanding, the Trustee or 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 case may be, with respect to such Securities. The Issuers and provisions of Section 8.8 hereof shall apply to any money held by the Subsidiary Guarantors 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 against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 hereof this Article or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05 and Section 11.02, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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 interestinterest and Special Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise Company exercises either their its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall will be released and relieved of any obligations under its Note Guarantee and any security for the Notes (other than the trust fund described in Section 9.04 8.04 hereof) shall ), if any, will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section ‎Section 12.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.05‎Section 8.05, the “Trustee”) pursuant to Section 9.04 ‎Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Parent Guarantor or a Subsidiary thereof acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 ‎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. Anything in this Article IX ‎Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 ‎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 Trustee (which may be the opinion delivered under Section 9.04(a‎Section 8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee Note Guaranty and any security for the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in Section 9.04 ‎Section 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.6 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”trustee or agent) pursuant to Section 9.04 11.4 hereof in respect of the 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 Lessor Notes and the this Lease Indenture, to the payment, either directly or through any Paying Agent [(including either Issuer the Owner Lessor acting as a Paying Agent) as the Trustee may determine)], to the Holders Noteholders of such 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 lawlaw or the issuer of the Debt Service Reserve Letter of Credit. The Issuers and the Subsidiary Guarantors shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 11.4 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 Noteholders of the outstanding Lessor Notes. Anything in this Article IX 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuers Owner Lessor from time to time upon the request of the Issuers Owner Lessor any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 9.04(a11.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 9.058.05, the “"Senior Note Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and the this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Senior Note 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company and the Subsidiary Senior Note Guarantors shall pay and indemnify the Senior Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 Senior Notes. Anything in this Article IX 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Senior Note Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.6 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.5, the “"Trustee”") pursuant to Section 9.04 8.4 hereof in respect of the outstanding Notes Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes 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. The Issuers Company and the Subsidiary Guarantors Guarantors, if any, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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 NotesSecurities of a Series subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article IX VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.4(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 11.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “Trustee”) pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 9.04 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. Anything in this Article IX 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 9.06 hereof, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.059.05 and Section 12.02, the “Trustee”) pursuant to Section 9.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer the Company acting as a Paying Agent) as the 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, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers and the Subsidiary Guarantors Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations Securities deposited pursuant to Section 9.04 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. Anything Notwithstanding anything in this Article IX to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any money or non-callable U.S. Government Obligations Securities held by it as provided in Section 9.04 hereof which, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(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. If the Issuers exercise Company exercises either their its Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall will be released and relieved of any obligations under its related Subsidiary Guarantee and any Collateral or security for the Notes (other than the trust fund described in Section 9.04 hereoftrust) shall and the other Notes Obligations will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 12.03 8.06 hereof, all money and U.S. Government Obligations or UK Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.058.05, the “"Trustee”") pursuant to Section 9.04 8.04 hereof in respect of the outstanding Notes shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the 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, but such money need not be segregated from other funds except to the extent required by law. The Issuers Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Subsidiary Guarantors shall Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. Government Obligations or UK Government Obligations deposited pursuant to Section 9.04 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 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 IX 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any money or non-callable U.S. Government Obligations or UK Government Obligations held by it as provided in Section 9.04 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 Trustee (which may be the opinion delivered under Section 9.04(a8.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, 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 Section 9.04 hereof) shall be released.