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 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 10.6 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.510.5, the “"Trustee”") pursuant to Section 8.4 10.4 hereof in respect of the outstanding Notes Securities shall be held in trust, shall not be invested, 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 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 10.4 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 NotesOutstanding Securities. Anything in this Article VIII Ten to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 10.4 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(110.4(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 8.6 11.03 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 either Issuer or any Subsidiary acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interestinterest (including Additional Interest, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 10.6 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.510.5, the “Trustee”) pursuant to Section 8.4 10.4 hereof in respect of the outstanding Notes Outstanding Securities of any series shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 10.4 hereof in respect of any series of Securities or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities of such series. Anything in this Article VIII Ten to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 10.4 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(110.4(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 8.6 hereof8.06, all money and non-callable U.S. government obligations money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 such Trustee (which may be the opinion delivered under clause (1) of Section 8.4(1) hereof8.04), 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 8.6 12.03 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.59.05, the “Trustee”) pursuant to Section 8.4 9.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 the either Issuer or any Subsidiary acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(19.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, each Subsidiary Guarantor shall be released and relieved of any obligations under its Guarantee and any security for the Notes (other than the trust fund described in Section 9.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 either Issuer or any Subsidiary 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 Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 11.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 11.04 hereof in respect of the outstanding Notes Securities of a particular series shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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 of such series. Anything in this Article VIII 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written Company’s request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 11.04 hereof with respect to the Securities of any series 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(111.04(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 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 8.05 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.58.04, the “Trustee”) pursuant to Section 8.4 8.03 or Section 8.08 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, trust and applied by the Trustee, in accordance with the provisions of such the Notes and this Indenture, to the payment, either directly or indirectly or through any Paying Agent paying agent (including the Issuer or any Subsidiary 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 interestAdditional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 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 the outstanding Notes. Anything Subject to the preceding paragraph and Section 7.07 herein, anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay pay, solely to the extent available in such trust, to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.03(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”"TRUSTEE") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the such Trustee (which may be the opinion delivered under Section 8.4(1) hereof8.04(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 SECTION 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section SECTION 8.5, the “Trustee”) pursuant to Section SECTION 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section SECTION 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section SECTION 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 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 8.6 8.07 hereof, all money and non-callable U.S. Government Obligations or foreign government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.06, the “Trustee”) pursuant to Section 8.4 8.01 or Section 8.05 hereof in respect of the outstanding Notes Securities shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee fee, or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations or foreign government obligations deposited pursuant to Section 8.4 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee fee, or other charge which by law is for the account of the Holders of the outstanding NotesSecurities. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. Government Obligations or foreign government obligations held by it as provided in Section 8.4 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 8.4(18.05(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations UK Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other entity designated by the Trustee for this purpose, or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 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, and interest, 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 the Intercreditor Agreement and the Trustee is not prohibited from paying such funds to Holders by the terms of this Indenture or the Intercreditor Agreement. The Issuer shall pay and indemnify the Trustee against any tax, fee Taxes imposed or other charge imposed levied on or assessed against the cash or non-callable U.S. government obligations UK Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge Taxes which by law is are for the account of the Holders of the outstanding Notes. Anything The obligations of the Issuer under this Section 8.05 shall survive the resignation or renewal of the Trustee and/or satisfaction and discharge of this Indenture. Notwithstanding anything in this Article VIII to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations UK Government Obligations held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor, expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05 and Section 11.02, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 the Issuer or any Subsidiary 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, if any, or Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything Notwithstanding anything in this Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(18.04(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. If the Company exercises either its Legal Defeasance or Covenant Defeasance option, each Guarantor will be released and relieved of any obligations under its related Subsidiary Guarantee and any security for the Notes (other than the trust) will be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.07 hereof, all money cash in Euro or European Government Obligations, or a combination thereof and non-callable U.S. government obligations (including the proceeds thereof) , deposited with the Trustee (or other qualifying trusteesuch entity designated by the Trustee for this purpose, collectively for purposes of this Section 8.58.06, the “Trustee”) pursuant to Section 8.4 8.05 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestAdditional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash in Euro or non-callable U.S. government obligations European Government Obligations, or a combination thereof deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money cash in Euro or non-callable U.S. government obligations European Government Obligations, or a combination thereof held by it as provided in Section 8.4 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 8.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trusteeSenior Subordinated Note Trustee, collectively for purposes of this Section 8.58.05, the “Trustee”"SENIOR SUBORDINATED NOTE TRUSTEE") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust, shall not be invested, trust and applied by the Senior Subordinated Note Trustee, in accordance with the provisions of such Senior Subordinated Notes and this Senior Subordinated Note Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary Company acting as Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Senior Subordinated Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Senior Subordinated Note Trustee (which may be the opinion delivered under Section 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.05 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Senior Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.58.04, the “Senior Trustee”) pursuant to Section 8.4 8.03 or Section 8.08 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, trust and applied by the Senior Trustee, in accordance with the provisions of such the Notes and this Indenture, to the payment, either directly or indirectly or through any Paying Agent paying agent (including the Issuer or any Subsidiary acting as Paying Agentpaying agent) as the Senior 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 interestAdditional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Senior Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 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 the outstanding Notes. Anything Subject to the preceeding paragraph and Section 7.07 herein, anything in this Article VIII 8 to the contrary notwithstanding, the Senior Trustee shall deliver or pay pay, solely to the extent available in such trust, to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 Senior Trustee (which may be the opinion delivered under Section 8.4(18.03(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 8.6 8.06 hereof, all money cash in U.S. dollars and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 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 interestAdditional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or the non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money cash in U.S. dollars or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.1(b) or Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 an 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written Issuers' request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.07 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.06, the “"Trustee”") pursuant to Section 8.4 8.01 or Section 8.05 hereof in respect of the outstanding Notes Securities shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 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. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.05(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer AirGate shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer AirGate from time to time upon the written request of the Issuer AirGate and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 11.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”trustee or agent) pursuant to Section 8.4 11.4 hereof in respect of the outstanding Lessor Notes or outstanding amounts due under the Debt Service Reserve Letter of Credit shall be held in trust, shall not be invested, trust and applied by the TrusteeSecurity Agent, in accordance with the provisions of such Lessor Notes and this Lease Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders Noteholders of such Lessor Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by lawlaw or the issuer of the Debt Service Reserve Letter of Credit. The Issuer shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders Noteholders of the outstanding Lessor Notes. Anything in this Article VIII 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuer Owner Lessor from time to time upon the written request of the Issuer and be relieved of all liability with respect to Owner Lessor any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 8.4(111.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Subordinated Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this this. Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 8.8 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 8.5and Section 8.9 hereof, the “Trustee and any such other trustee are referred to collectively as the "Trustee”") pursuant to Section 8.4 8.6 hereof in respect of the outstanding any Notes shall be held in trust, shall not be invested, 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 such Paying Agent (including the Issuer or any Subsidiary Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes for the payment or redemption of which such funds have been deposited with the Trustee, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premiums and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Anything in this Article to the contrary notwithstanding, the Trustee or the Paying Agent, as applicable, shall promptly return, deliver or pay to the Company from time to time upon Company request any money or Government Securities held by it as provided in Section 8.6 hereof with respect to any Notes which, at any time, are in excess of the amount thereof which would then be required to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. The Issuer provisions of Section 8.8 hereof shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Stated Maturity of the Notes for which money or Government Securities have been deposited pursuant to Section 8.6 hereof. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof this Article or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 8.06 hereof, all money and non-callable cash and/or U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Outstanding Notes of any series shall be held in trust, shall not be invested, trust and applied by the Trustee, in accordance with the provisions of such series of Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary Company acting as Paying Agent) as the Trustee may determine, to the Holders of such series of Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money cash and/or U.S. Government Securities need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable and/or U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Notes of such series. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable cash and/or U.S. government obligations Government Securities held by it as provided in Section 8.4 8.04 hereof whichthat, in based on evidence satisfactory to the Trustee, which may if reasonably requested by the Trustee include the opinion of a nationally 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)accountants, 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 of the affected series of Notes.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestinterest and Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 11.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”trustee or agent) pursuant to Section 8.4 11.4 hereof in respect of the outstanding Lessor Notes or outstanding amounts due under the Debt Service Reserve Letter of Credit shall be held in trust, shall not be invested, trust and applied by the TrusteeSecurity Agent, in accordance with the provisions of such Lessor Notes and this Lease Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders Noteholders of such Lessor Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by lawlaw or any of the Debt Service Reserve Letter of Credit Secured Parties. The Issuer shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders Noteholders of the outstanding Lessor Notes. Anything in this Article VIII 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuer Owner Lessor from time to time upon the written request of the Issuer and be relieved of all liability with respect to Owner Lessor any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 8.4(111.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the such Trustee (which may be the opinion delivered under Section 8.4(1) hereof8.04(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 8.6 11.03 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 either Issuer or any Subsidiary acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interestinterest (including Additional Interest, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interestor other premiums, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 12.03 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer Parent Guarantor or any a Subsidiary thereof acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in Section 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 12.03 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer Parent Guarantor or any a Subsidiary thereof acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-non- callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, the Parent Guarantor and each Subsidiary Guarantor shall be released and relieved of any obligations under its Note Guaranty and the Collateral securing the Notes and the Note Guaranties (other than the trust fund described in Section 8.04 hereof) shall be released.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII 8 to the contrary notwithstandingwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations or U.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or any combination thereof (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall Securities will be held in trust, shall not be invested, 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 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, and interest, 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 Issuer shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations or U.S. government agency notes or bonds deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations or U.S. government agency notes or bonds held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Obligations or Foreign Government Obligations, as applicable, (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall Securities of a series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations or Foreign Government Obligations, as applicable, deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities of such series. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Obligations or Foreign Government Obligations, as applicable, held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities and EEA Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, and solely for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities or EEA Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, principal premium, if any, interest and interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteetrustee satisfactory to the Company and the Trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable noncallable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes Securities shall be held in trust, shall not be invested, 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 Issuer Company or any Subsidiary a Guarantor, if any, 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, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations noncallable Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations noncallable Government Securities held by it as provided in Section 8.4 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 8.4(18.04(a) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance a Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium interest and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Company and each Guarantor, jointly and severally, covenant and agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(ii) 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. 112 121

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Senior Subordinated Note Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Senior Subordinated Note Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust, shall not be invested, trust and applied by the Senior Subordinated Note 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 Issuer or any Subsidiary Issuers acting as Paying Agent) as the Senior Subordinated Note Trustee may determine, to the Holders of such Senior Subordinated Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Liquidated Damages, if any, and interest, interest but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Senior Subordinated Note Guarantors shall pay and indemnify the Senior Subordinated Note Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Senior Subordinated Note Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Senior Subordinated Note Trustee (which may be the opinion delivered under Section 8.4(18.04(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 two paragraphs of Section 8.6 hereof1003, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, for purposes of this Section 8.51205, the “Trustee”) pursuant to Section 8.4 hereof 1204 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust, shall not be invested, 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 (but not including the Issuer or any Subsidiary Company acting as its own 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 interestinterest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities of such series. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company Request any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof 1204 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)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.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer Issuers or any Subsidiary one of their 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, and interestInterest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesHolders. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (not at the Trustee’s expense) (which may be the opinion delivered under Section 8.4(18.4(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities of a Series subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 8.58.05, the “Trustee”"SENIOR NOTE TRUSTEE") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer NEHC shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer NEHC from time to time upon the written request of the Issuer NEHC and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 8.58.05, the “"Senior Note Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written Company's request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(i) 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 the provisions of the last paragraph of Section 8.6 hereof1003, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.51305, the “Trustee”105 "TRUSTEE") pursuant to Section 8.4 hereof Sections 1304 and 1306 in respect of the outstanding such Outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company Request any money or non-callable U.S. government obligations Government Securities (or other property and any proceeds therefrom) held by it as provided in Section 8.4 hereof 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 (which may be the opinion delivered under Section 8.4(1) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Senior Note Trustee (or other qualifying trusteeSenior Note Trustee, collectively for purposes of this Section 8.58.05, the “"Senior Note Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Senior Note Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 or Section 8.8 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestinterest (and Liquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants nationally recognized in the United States expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(18.4(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities of a Series subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 or 8.8 hereof in respect of the outstanding Notes Securities of any series shall be held in 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 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer Company or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 hereof. The Issuer Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in 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 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, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteeTrustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, interest and Liquidated Damages, if any, and interest, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, interest but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers and the Note Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(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 8.6 hereof, all All money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof 1104 in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary Company acting as Paying Agent) as the Trustee may determine), to the Holders of such Notes Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof 1104 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof 1104 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. “SECTION 1106 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable Government Securities in accordance with Section 1101, 1102 or 1103 by reason of any legal defeasance proceeding or covenant defeasanceby reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eleven until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or non-callable Government Securities in accordance with Section 1101, 1102 or 1103, as the case may be; provided that if the Company or the Guarantors have made any payment of principal of, premium, if any, or accrued interest on any Notes because of the reinstatement of their obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or non-callable Government Securities held by the Trustee or Paying Agent.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Discount Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary Company 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasanceLegal Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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(18.4(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 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in 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 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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 Legal Defeasance or a Covenant Defeasance. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 the provisions of the last two paragraphs of Section 8.6 hereof1003, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively collectively, for purposes of this Section 8.51205, the “Trustee”) pursuant to Section 8.4 hereof 1204 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust, shall not be invested, 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 (but not including the Issuer or any Subsidiary Company acting as its own 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 interestinterest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities of such series. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company Request any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof 1204 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)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.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. government obligations Government Obligations 50 deposited pursuant to Section 8.4 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the such Trustee (which may be the opinion delivered under Section 8.4(1) hereof8.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, including Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations -77- 87 Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Subordinated Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by applicable law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteeTrustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, interest and Additional Interest, if any, and interest, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof1003, all money cash and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.51305, the “Qualifying Trustee”) pursuant to Section 8.4 hereof 1304 in respect of the outstanding Outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, ) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law. The 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Outstanding Notes. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee or Qualifying Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to Request any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof 1304 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)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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes Securities shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof1003, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.51305, the “"Trustee”") pursuant to Section 8.4 hereof Sections 1304 and 1306 in respect of the outstanding such Outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company Request any money or non-callable U.S. government obligations Government Securities (or other property and any proceeds therefrom) held by it as provided in Section 8.4 hereof 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 (which may be the opinion delivered under Section 8.4(1) hereof)Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by applicable law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer Company and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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. 50

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereofthe provisions of the last paragraph of Section1003, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5Section1205, the “"Trustee”") pursuant to Section 8.4 hereof Section1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust, shall not be invested, trust and applied by the NYDOCS01/566567 3 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 Issuer or any Subsidiary Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee and (if applicable) its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof Section1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company Request any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof Section1204 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)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 Twelve.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.8 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 8.5and Section 8.9 hereof, the “Trustee and any such other trustee are referred to collectively as the "Trustee”") pursuant to Section 8.4 8.6 hereof in respect of the outstanding any Notes shall be held in trust, shall not be invested, 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 such Paying Agent (including the Issuer or any Subsidiary Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes for the payment or redemption of which such finds have been deposited with the Trustee, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premiums and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Anything in this Article to the contrary notwithstanding, the Trustee or the Paying Agent, as applicable, shall promptly return, deliver or pay to the Company from time to time upon Company request any money or Government Securities held by it as provided in Section 8.6 hereof with respect to any Notes which, at any time, are in excess of the amount thereof which would then be required to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. The Issuer provisions of Section 8.8 hereof shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Stated Maturity of the Notes for which money or Government Securities have been deposited pursuant to Section 8.6 hereof. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof this Article or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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. SECTION 8.06.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteeTrustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, interest and Additional Interest, if any, and interest, on such Notes but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Secured Discount Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything in this Article VIII Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Senior Discount Notes shall be held in trust, shall not be invested, 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 an Issuer or any Subsidiary 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, Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers jointly and severally agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 hereof 8.04 in respect of the outstanding Notes shall any Outstanding Securities of any series will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Upon receipt of a written direction from the Issuer, the Trustee will invest any funds being held pursuant to this Indenture in accordance with such direction. Any direction from the Issuer to the Trustee shall be in writing and shall be provided to the Trustee no later than 11:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Trustee after 11:00 am. (Toronto time) or received on a day that is not a Business Day in the City of Toronto, shall be deemed to have been given prior to 11:00 a.m. (Toronto time) on the next Business Day. The 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 shall will pay and indemnify the such Trustee against any tax, fee or other charge imposed on or assessed against the cash money or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 hereof 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notessuch Outstanding Securities. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the such Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the such Trustee (which may be the opinion delivered under Section 8.4(1) hereof8.04 (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 8.6 hereof, all All money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively trustee (solely for purposes of this Section 8.5and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.4 hereof 13.04 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuer Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the outstanding NotesOutstanding Securities. Anything in this Article VIII XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers’ Request any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 hereof which13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof)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.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer AirGate shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer AirGate from time to time upon the written request of the Issuer AirGate and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.07 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.06, the “"Trustee”") pursuant to Section 8.4 8.05 hereof in respect of the outstanding Outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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 Outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon receipt by the written request Trustee of the Issuer a Company Request and be relieved of all liability with respect to any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.05(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Senior Subordinated Notes shall be held in trust, shall not be invested, 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 an Issuer or any Subsidiary 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, Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers jointly and severally agree to pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 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. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 1305 hereof, all money and non-callable U.S. government obligations Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.51304, the “Trustee”) pursuant to Section 8.4 1307 hereof in respect of the outstanding Notes shall will be held in trust, shall not be invested, 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 Issuer Issuers or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Obligations deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII XIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Obligations held by it as provided in Section 8.4 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 8.4(11307(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Senior Discount Notes shall will be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations 101 Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 11.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee Security Agent (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”trustee or agent) pursuant to Section 8.4 11.4 hereof in respect of the outstanding Lessor Notes or outstanding amounts due under the Debt Service Reserve Letter of Credit shall be held in trust, shall not be invested, trust and applied by the TrusteeSecurity Agent, in accordance with the provisions of such Lessor Notes and this Lease Indenture, to the payment, either directly or through any Paying Agent [(including the Issuer or any Subsidiary Owner Lessor acting as Paying Agent) as the Trustee may determine)], to the Holders Noteholders of such Lessor Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by lawlaw or the issuer of the Debt Service Reserve Letter of Credit. The Issuer shall Owner Lessor agrees to pay and indemnify the Lease Indenture Trustee and the Security Agent against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders Noteholders of the outstanding Lessor Notes. Anything in this Article VIII 11 to the contrary notwithstanding, the Lease Indenture Trustee or the Security Agent shall deliver or pay to the Issuer Owner Lessor from time to time upon the written request of the Issuer and be relieved of all liability with respect to Owner Lessor any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Lease Indenture Trustee (which may be the opinion delivered under Section 8.4(111.4(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 8.6 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “"Trustee”") pursuant to Section 8.4 hereof in respect of the outstanding Notes Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities of a Series subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 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(18.4(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including including, without limitation, the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”"TRUSTEE") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer or any Subsidiary 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 interestinterest and Liquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations or U.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or any combination thereof (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall Securities will be held in trust, shall not be invested, 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 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations or U.S. government agency notes or bonds deposited pursuant to Section 8.4 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. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations or U.S. government agency notes or bonds held by it as provided in Section 8.4 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 8.4(18.04(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 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteeTrustee, collectively for purposes of this Section 8.58.05, the “"Trustee”") pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes Defeased Securities shall be held in trust, shall not be invested, trust and applied by the TrusteeTrustee , in accordance with the provisions of such Notes Defeased Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes Defeased Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 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 NotesDefeased Securities. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer Company from time to time upon the written request of the Issuer and be relieved of all liability with respect to Company any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 8.04 hereof which, 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 8.06 hereof, all money and non-callable U.S. government obligations Government Securities (including the proceeds thereof) deposited with the Trustee DBTCA or DB London, as applicable (or other qualifying trustee, collectively for purposes of this Section 8.58.05, the “Trustee”) pursuant to Section 8.4 8.04 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, 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 Issuer Issuers or any Subsidiary 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, and interest, but such money need not be segregated from other funds except to the extent required by law. The Issuer Issuers 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 or non-callable U.S. government obligations Government Securities deposited pursuant to Section 8.4 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee DBTCA or DB London, as applicable, shall deliver or pay to the Issuer Issuers from time to time upon the written request of the Issuer and be relieved of all liability with respect to Issuers any money or non-callable U.S. government obligations Government Securities held by it as provided in Section 8.4 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 DBTCA or DB London, as applicable, (which may be the opinion delivered under Section 8.4(18.04(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.