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 8.07 hereof, cash in Euro or European Government Obligations, or a combination thereof and including the proceeds thereof, deposited with the Trustee (or such entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof deposited pursuant to Section 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro or European Government Obligations, or a combination thereof held by it as provided in Section 8.05 hereof which are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. government or European Government ObligationsU.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or a any combination thereof and (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. government or European Government ObligationsU.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or a any combination thereof and (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Subordinated Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premiuminterest, Liquidated Damages, if any, interest and Additional Amountsor other premiums, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 or 8.8 hereof in respect of the outstanding Notes will of either Series shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.4 or 8.8 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 either Series. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 8.4 or 8.8 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 8.4(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 defeasancedefeasance with respect to a Series of Notes.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.06, the “"Trustee”") pursuant to Section 8.01 or Section 8.05 hereof in respect of the outstanding Notes will Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 8.05(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. government or European Government ObligationsU.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or a any combination thereof and (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.1(b) or Section 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers an Issuer acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.1(b) or Section 8.4 hereof 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the Issuers' request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this this. Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 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 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof8.06, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”"TRUSTEE") pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 hereof 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money, Government Obligations or European Government Obligations, or a combination thereof and other property as may be provided pursuant to Section 2.02 (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes 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 this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, premium, if any, interest premium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the such Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 such Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Subordinated Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Subordinated Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional AmountsLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Subordinated Notes. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, all cash in Euro or European U.S. dollars and non-callable U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European the non-callable U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro U.S. dollars or European non-callable U.S. Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Subordinated Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Senior Subordinated Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders holders of such Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall not be required to execute a separate trust agreement to implement the trust described in this paragraph. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary withstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Discount Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Discount Notes and this Senior Discount Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders holders of such Senior Discount Notes of all sums due and to become due thereon in respect of Accreted Value or principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Discount Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable 101 Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 11.03 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers 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 and (including Additional AmountsInterest, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuers will and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 Section8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 Section8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 11.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 11.04 hereof in respect of the outstanding Notes will Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (including the Issuers Company acting as Paying Agentpaying 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 principalprincipal of, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 11.04 hereof 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 NotesSecurities. Notwithstanding anything Anything in this Article 8 11 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the Company's request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 11.04 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 11.04(A) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will 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 this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors, if any, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money, Government Obligations or European Government Obligations, or a combination thereof and other property as may be provided pursuant to Section 2.02 (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes 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 this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer(s) acting as 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, premium, if any, interest premium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer(s) will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the such Trustee will deliver or pay to the Issuers Issuer(s) from time to time upon the request of the Issuers Issuer(s) any cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to such Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof Securities and EEA Government Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively collectively, and solely for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the written request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, Securities or a combination thereof EEA Government Obligations held by it as provided in Section 8.05 8.04 hereof which, in the opinion of a firm of independent public accountants, that is nationally recognized in the United States, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.K. Government Obligations, or a combination thereof Securities and non-callable U.S. Government Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro cash, the non-callable U.K. Government Securities or European the non-callable U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money, non-callable U.K. Government Securities or European U.S. Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or all money and non-callable European Government ObligationsObligations and non-callable U.S. Government Obligations (in each case, or a combination thereof and including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or cash, non-callable European Government Obligations, Obligations or a combination thereof non-callable U.S. Government Obligations deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro or money, non-callable European Government Obligations, Obligations or a combination thereof non-callable U.S. Government Obligations held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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 Additional AmountsInterest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will 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 in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will 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 cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers NEHC acting as 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, interest and Additional AmountsLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will NEHC shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers NEHC from time to time upon the written request of the Issuers NEHC and be relieved of all liability with respect to any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee DBTCA or DB London, as applicable (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, DBTCA or DB London in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) ), as the Trustee DBTCA or DB London, as applicable, may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will shall pay and indemnify the Trustee Trustee, DBTCA and DB London against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will DBTCA or DB London, as applicable, shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to DBTCA or DB London, as applicable, (which may be the opinion delivered under Section 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Senior Note Trustee (or such entity designated by the Trustee for this purposeother qualifying Senior Note Trustee, collectively for purposes of this Section 8.068.05, the “Trustee”"SENIOR NOTE TRUSTEE") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors shall pay and indemnify the Senior Note Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Senior Note Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. Government Obligations or European Foreign Government Obligations, or a combination thereof and as applicable, (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes Securities of a series will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amountsinterest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations or Foreign Government Obligations, or a combination thereof as applicable, deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European U.S. Government Obligations or Foreign Government Obligations, or a combination thereof as applicable, held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.07 hereof1003, all cash in Euro or European and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.061305, the “Qualifying Trustee”) pursuant to Section 8.05 hereof 1304 in respect of the outstanding Outstanding Notes will shall be held in trust and applied by the Trustee or Qualifying Trustee, as applicable, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as its own Paying Agent) as the Trustee or 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, interest ) and Additional Amounts, if anyinterest, but such money or Government Securities need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee or Qualifying Trustee, as applicable, against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Notwithstanding anything Anything in this Article 8 Thirteen to the contrarycontrary notwithstanding, the Trustee will or Qualifying Trustee shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer Request any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 hereof which 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee or Qualifying Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article Thirteen.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or any Subsidiary acting as 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, interest and Additional Amountsinterest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 or 8.8 hereof in respect of the outstanding Notes will Securities of any series shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.4 or 8.8 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 any series. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.4 or 8.8 hereof which, in the opinion of a nationally recognized firm of independent public accountants or investment bankers expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance, covenant defeasance or covenant defeasancedischarge with respect to a series of Securities.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying Trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional AmountsInterest, if any, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Secured Discount Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Secured Discount Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Senior Secured Discount Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional AmountsLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Secured Discount Notes. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Senior Note Trustee (or such entity designated by the Trustee for this purposeother qualifying Senior Note Trustee, collectively for purposes of this Section 8.068.05, the “"Senior Note Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the 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 in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Senior Note Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. government or European Government ObligationsU.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or a any combination thereof and (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes Securities will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government ObligationsSecurities (including, or a combination thereof and including without limitation, the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including including, without limitation, the Issuers Company acting as 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 and Additional AmountsLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.07 hereof1003, all cash in Euro or European and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Second-Priority Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.061305, the “Second-Priority Trustee”) pursuant to Section 8.05 hereof 1304 in respect of the outstanding Outstanding Second-Priority Notes will shall be held in trust and applied by the Second-Priority Trustee, in accordance with the provisions of such Second-Priority Notes and this Second-Priority Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Second-Priority Trustee may determine, to the Holders of such Second-Priority Notes of all sums due and to become due thereon in respect of principal, principal (and premium, if any, interest ) and Additional Amounts, if anyinterest, but such money or Government Securities need not be segregated from other funds except to the extent required by law. The Issuers will shall pay and indemnify the Second-Priority Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Second-Priority Notes. Notwithstanding anything Anything in this Article 8 Thirteen to the contrarycontrary notwithstanding, the Second-Priority Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers Issuer Request any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 hereof which 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Second-Priority Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money, Government Obligations or European Government Obligations, or a combination thereof and other property as may be provided pursuant to Section 2.02 (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes 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 this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, premium, if any, interest premium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations 50 deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the such Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to such Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any of its Restricted Subsidiaries acting as 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, interest and Additional Amounts, if anyinterest, 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 hereof. The Issuers will shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the written request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.05 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively collectively, and solely for purposes of this Section 8.068.04, the “Trustee”) pursuant to Section 8.05 8.03 or Section 8.08 hereof in respect of the outstanding a series of Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes of such Notes series and this Indenture, to the payment, either directly or indirectly or through any Paying Agent paying agent (including the Issuers Issuer acting as 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, interest and Additional AmountsInterest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.03 or Section 8.08 hereof or the principal principal, premium, if any, interest and interest Additional Interest, if any, received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Notes of such series. Subject to the outstanding Notes. Notwithstanding preceding paragraph and Section 7.07 herein, anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay pay, solely to the Issuers extent available in such trust, to the Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.03 or Section 8.08 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 8.03(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 or 8.8 hereof in respect of the outstanding Notes will Securities of any series shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including Parent, the Issuers Issuer or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.4 or 8.8 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 any series. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.4 or 8.8 hereof which, in the opinion of a nationally recognized firm of independent public accountants or investment bankers expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(i) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance, covenant defeasance or covenant defeasancedischarge with respect to a series of Securities.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money, Government Obligations or European Government Obligations, or a combination thereof and other property as may be provided pursuant to Section 2.02 (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes 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 this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, premium, if any, interest premium 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 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 in Euro money or European non-callable Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the such Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European non-callable Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to such Trustee (which may be the opinion delivered under Section 8.04 (1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 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 8.4(b) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principalprincipal or Accreted Value, premiumas applicable, premium and Liquidated Damages, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal or Accreted Value, as applicable, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will Securities of any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer, the Guarantor or any Subsidiary of either Obligor acting as 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 and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 any Series. Notwithstanding anything in this Article 8 to the contrary, the Trustee will shall deliver or pay to the Issuers Issuer or the Guarantor from time to time upon the request of the Issuers Issuer any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.07 hereof1003, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.061305, the “"Trustee”") pursuant to Section 8.05 hereof Sections 1304 and 1306 in respect of the outstanding such Outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as its own 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, the Accreted Value or the principal amount at Maturity (and premium, if any, interest ) and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 such Outstanding Notes. Notwithstanding anything Anything in this Article 8 Thirteen to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company Request any cash in Euro money or European U.S. Government Obligations, Securities (or a combination thereof other property and any proceeds therefrom) held by it as provided in Section 8.05 hereof which 1304 which, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the 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, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 8.07 hereof1003, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.061305, the “Trustee”105 "TRUSTEE") pursuant to Section 8.05 hereof Sections 1304 and 1306 in respect of the outstanding such Outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as its own 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, the principal amount (and premium, if any, interest ) and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 such Outstanding Notes. Notwithstanding anything Anything in this Article 8 XIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company Request any cash in Euro money or European U.S. Government Obligations, Securities (or a combination thereof other property and any proceeds therefrom) held by it as provided in Section 8.05 hereof which 1304 which, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the 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, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or all money and non-callable European Government ObligationsObligations and non-callable U.S. Government Obligations (in each case, or a combination thereof and including the proceeds thereof, ) deposited with the Trustee (or such other entity designated by the Trustee it for this purpose, or other qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or cash, non-callable European Government Obligations, Obligations or a combination thereof non-callable U.S. Government Obligations deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro or money, non-callable European Government Obligations, Obligations or a combination thereof non-callable U.S. Government Obligations held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Series B Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Series B Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Series B Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Special Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. Money and Governmental Securities so held in trust are not subject to Article 13. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Series B Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such the outstanding Notes and this Indenture, to the payment, either directly or through any Paying Agent (including one of the Issuers or one of the Subsidiaries acting as 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, interest and Additional AmountsInterest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuers will and the Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.4 hereof which, in the opinion of a 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will 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 and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors, if any, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, premiumpremium on, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the written request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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 Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasance.Covenant Defeasance. 66

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 12.03 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this the Indenture, to the payment, either directly or through any Paying Agent (including either the Issuers 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will 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 in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 are in excess of may be the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.opinion delivered under Section

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers AirGate or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will AirGate shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers AirGate from time to time upon the written request of the Issuers AirGate and be relieved of all liability with respect to any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such the outstanding Notes and this Indenture, to the payment, either directly or through any Paying Agent (including one of the Issuers or one of the Subsidiaries acting as 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 principal, premium, if any, interest and Additional AmountsInterest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law; provided, however, that any trust account established pursuant to this Article VIII shall not constitute Collateral. The Issuers will and the Guarantors, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.4 hereof which, in the opinion of a 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Series A Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Series A Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Series A Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Special Interest, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. Money and Governmental Securities so held in trust are not subject to Article 13. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Series A Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Senior Discount Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Discount Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers an Issuer acting as Paying Agent) as the Trustee may determine), to the Holders of such Senior Discount Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional AmountsLiquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will jointly and severally agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Senior Discount Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. government or European Government ObligationsU.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or a any combination thereof and (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes Securities will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. government or U.S. government agency notes or bonds (or depositary receipts representing these notes or bonds) so held in trust shall not be subject to the provisions of Article 11. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds deposited pursuant to Section 8.05 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. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European Government Obligations, non-callable U.S. government or a combination thereof U.S. government agency notes or bonds held by it as provided in Section 8.05 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall not be required to execute a separate trust agreement to implement the trust described in this paragraph. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company, the Co-Issuer or a Guarantor acting as 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, interest premium and Additional Amounts, if anyinterest, 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 will shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”) pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Issuer or a Guarantor acting as 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, interest and Additional Amounts, if anyinterest, 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 will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will 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 and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro all money and U.S. Government Obligations or European Government Obligations, or a combination thereof and Euro-Denominated Designated Governmental Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. Money and securities so held in trust are not subject to Article 12 hereof or the Intercreditor Deed and the Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Deed. The Issuers Issuer will pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash in Euro or European U.S. Government Obligations, Obligations or a combination thereof Euro-Denominated Designated Governmental Obligations deposited pursuant to Section 8.05 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. 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 8 to the contrary, the Trustee will deliver or pay to the Issuers Issuer from time to time upon the request of the Issuers Issuer any cash in Euro money or European U.S. Government Obligations, Obligations or a combination thereof Euro-Denominated Designated Governmental Obligations held by it as provided in Section 8.05 8.04 hereof which, in the opinion of an Independent Financial Advisor, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Subordinated Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as Paying Agent) as the 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, interest and Additional Amountsinterest, including Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable -77- 87 Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying Trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional AmountsLiquidated Damages, if any, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Senior Note Trustee (or such entity designated by the Trustee for this purposeother qualifying Senior Note Trustee, collectively for purposes of this Section 8.068.05, the “"Senior Note Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Senior Notes will shall be held in trust and applied by the Senior Note Trustee, in accordance with the provisions of such Senior Notes and this Senior Note Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company and the Guarantors shall pay and indemnify the Senior Note Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Senior Note Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 or Section 8.8 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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 (and Additional AmountsLiquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.4 or Section 8.8 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 Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 8.4 hereof which, in the opinion of a firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “"Trustee”") pursuant to Section 8.05 8.4 hereof in respect of the outstanding Senior Subordinated Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers an Issuer acting as Paying Agent) as the 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, interest and Additional AmountsLiquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will jointly and severally agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Senior Subordinated Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 1305 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.061304, the “Trustee”) pursuant to Section 8.05 1307 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or any of their Restricted Subsidiaries acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 1307 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 XIII to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the written request of the Issuers any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 1307 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 1307(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.7 hereof, cash in Euro or European all money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.6, the “"Trustee”") pursuant to Section 8.05 8.4 or 8.5 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any of its Subsidiaries or Affiliates acting as 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, interest interest, and Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers Company or the Guarantor will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro money or European Government Obligations, or a combination thereof Securities deposited pursuant to this Section 8.05 hereof 8.6 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will promptly deliver or pay to the Issuers Company or the Guarantor from time to time upon the request of the Issuers Company or the Guarantor any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in this Section 8.05 hereof 8.6 which, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance, Covenant Defeasance or covenant defeasanceDischarge.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying Trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional AmountsInterest, if any, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 Eight to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government ObligationsSecurities (including, or a combination thereof and including without limitation, the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “Trustee”"TRUSTEE") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including including, without limitation, the Issuers Company acting as 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 and Additional AmountsLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable U.S. Government Obligations, or a combination thereof and Obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers 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, interest and interest, and Additional AmountsInterest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable U.S. Government Obligations, or a combination thereof Obligations deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro money or European non-callable U.S. Government Obligations, or a combination thereof Obligations held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof, cash in Euro U.S. Dollars or European U.S. Government Obligations, or a combination thereof and including the proceeds thereof, deposited with the Trustee (or such entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro U.S. Dollars or European U.S. Government Obligations, or a combination thereof deposited pursuant to Section 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request of the Issuers any cash in Euro U.S. Dollars or European U.S. Government Obligations, or a combination thereof held by it as provided in Section 8.05 hereof which are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof8.06, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.06, the “Trustee”) pursuant to Section 8.05 hereof 8.04 in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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 and Additional Amounts, if any(including any Special 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 XIII. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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 Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 hereof 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance. Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.6 hereof, cash in Euro or European Government Obligations, or a combination thereof all money and non-callable U.S. government obligations (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by the Trustee for this purposeother qualifying trustee, collectively for purposes of this Section 8.068.5, the “Trustee”) pursuant to Section 8.05 8.4 hereof in respect of the outstanding Notes will shall be held in trust trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company or any Subsidiary acting as 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, interest and Additional Amounts, if anyinterest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof non-callable U.S. government obligations deposited pursuant to Section 8.05 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 VIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Issuer from time to time upon the written request of the Issuers Issuer and be relieved of all liability with respect to any cash in Euro money or European Government Obligations, or a combination thereof non-callable U.S. government obligations held by it as provided in Section 8.05 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 107 Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 8.06 hereof, cash in Euro or European all money and non-callable Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee (or such entity designated by other qualifying trustee satisfactory to the Trustee for this purposeCompany and the Trustee, collectively for purposes of this Section 8.068.05, the “"Trustee”") pursuant to Section 8.05 8.04 hereof in respect of the outstanding Notes will shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers Company acting as 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, interest and Additional AmountsLiquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuers will Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European non-callable Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Notwithstanding anything Anything in this Article 8 to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers Company from time to time upon the request of the Issuers Company any cash in Euro money or European non-callable Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 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 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.07 hereof, cash in Euro or European All money and Government Obligations, or a combination thereof and Securities (including the proceeds thereof, ) deposited with the Trustee or other qualifying trustee (or such entity designated by the Trustee for this purpose, collectively solely for purposes of this Section 8.06and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.05 hereof 13.04 in respect of the outstanding Notes will 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 this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuers acting as 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, interest principal and Additional Amounts, if anyany 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 will shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or European Government Obligations, or a combination thereof Securities deposited pursuant to Section 8.05 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. Notwithstanding anything Anything in this Article 8 XIII to the contrarycontrary notwithstanding, the Trustee will shall deliver or pay to the Issuers from time to time upon the request of the Issuers Issuers’ Request any cash in Euro money or European Government Obligations, or a combination thereof Securities held by it as provided in Section 8.05 hereof which 13.04 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, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, and any premium that remains unclaimed for one year after such principal, interest, or premium, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall cease.