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

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "“Trustee"”) pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10066.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article IX, collectively and solely for purposes of this Section and Section 130610.5, the Trustee and any such other trustee are referred to collectively as the "“Trustee"”) pursuant to Section 1304 10.4 in respect of the Securities of any Defeasible Series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 10.4, or the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Article Thirteen X to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series 10.4 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect Defeasance. Subject to Article IX, the Securities of Trustee shall not incur any liability to any Person by relying on such seriesopinion.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10069.4, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13069.8, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 9.7 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this IndentureIndenture (including the subordination provisions thereof and hereof), to the payment, either directly or through any such Paying Agent paying agent (including the Company Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of 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 Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 9.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Article Thirteen Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer or the Guarantor, as applicable, from time to time upon Company Request the Issuer's or the Guarantor's written request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that9.7 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.defeasance. ARTICLE TEN

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061405, the Trustee and any such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 1404 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13061105, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1104 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1104 which, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100611.6 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 130611.5, the Trustee and any such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 11.4 hereof in respect of the Securities of any Defeasible Series Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying -82- Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal and any principal, premium on, of any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company 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 deposited pursuant to Section 1304 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 11.4(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 with respect to the Securities of such seriesDefeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10068.06 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 hereof in respect of the outstanding Securities of any Defeasible Series the applicable series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 deposited pursuant to Section 1304 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of the applicable series. Anything in this Article Thirteen 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to of the Securities of such applicable series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10068.06 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 8.04 hereof in respect of the outstanding Securities of any Defeasible Series the applicable series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 deposited pursuant to Section 1304 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of the applicable series. Anything in this Article Thirteen 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to of the Securities of such applicable series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061305, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061018 hereof, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 1306405, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 hereof in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium and interest, interest but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that404 hereof which, in the unqualified opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered in form and substance satisfactory to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to covenant defeasance after application of the Securities of such seriesappropriate defeasance option.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Seventeen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of 77 the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006903, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 304 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 304 or the principal and interest received in respect thereof thereof, other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Article Thirteen Three to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that304 which, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized investment banking firm expressed in a written certification thereof report delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect defeasance or covenant defeasance. In the event of an equivalent Defeasance or Covenant Defeasance with respect error in any calculation resulting in a withdrawal hereunder, the Company shall deposit an amount equal to the Securities amount erroneously withdrawn as promptly as practicable after becoming aware of such serieserror.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.. 77

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006407 hereof, all money and non callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 1306406, the Trustee and any such other trustee are referred to collectively as the "“Trustee"”) pursuant to Section 1304 401 or 404 hereof in respect of the Outstanding Securities of any Defeasible Series series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent paying agent (including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any principal, premium on , if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 deposited pursuant to Section 1304 401 or 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that401 or 404 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to the Securities or satisfaction and discharge of such seriesthis Indenture.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee"trustee) pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the TrusteeTrustee (or other qualifying trustee), in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee (or other qualifying trustee) may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee (or other qualifying trustee) against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee (or other qualifying trustee) shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or other qualifying trustee), are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061305, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal (and any premium and Liquidated Damages, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely - collectively, for purposes of this Section and Section 130613.5, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.4 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.3 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively for purposes of this Section and Section 130612.5, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 12.4 hereof in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including other than the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium premium, if any, interest and interestLiquidated Damages, if any, but such money so held in trust need not be segregated from other funds except EXCEPT to the extent required by law. The Company and Finance Corp., jointly and severally, shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess EXCESS of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance legal defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061405, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1404 in respect of the such Outstanding Securities of and any Defeasible Series related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and any related coupons and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, and any related coupons of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, if any, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of such Outstanding SecuritiesSecurities and any related coupons. Anything in this Article Thirteen Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1604 in respect of the Outstanding Securities of any Defeasible Series series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of 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 Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1604 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Article Thirteen Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1604 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such series.covenant de feasance . ARTICLE SEVENTEEN

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 12 of the last paragraph of Section 1006Securities, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Ten or Twelve hereof. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1304 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Securities. Anything in this Article Thirteen Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request Issuer's request together with an Officers' Certificate any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 8.04 which are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance. If any money or U.S. Government Obligations held by the Trustee for the payment of principal or interest remains unclaimed on the first anniversary of the Maturity Date of the Securities, the Trustee shall promptly, or shall cause the prompt, return of such money or U.S. Government Obligations. After the return of such money or U.S. Government Obligations, all liability of the Trustee with respect to the Securities of such seriesmoney or U.S. Government Obligations shall cease.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 1204 with respect to any Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as the case may be, with respect to the Securities of such seriesSecurities.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.03, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 4.04 in respect of the Securities of any Defeasible Series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall fully pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 4.04 or the principal and interest received in respect thereof thereof, other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Article Thirteen IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that4.04 which, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized investment banking firm expressed in a written certification thereof report delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect defeasance or covenant defeasance. In the event of an equivalent Defeasance or Covenant Defeasance with respect error in any calculation resulting in a withdrawal hereunder, the Company shall deposit an amount equal to the Securities amount erroneously withdrawn as promptly as practicable after becoming aware of such serieserror.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10064.3, all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.5, the Trustee and any such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 8.4 in respect of the Securities of any Defeasible Series Notes then outstanding shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. cash or non-callable Government Obligations Securities deposited pursuant to Section 1304 8.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding Securitiesthe Notes then outstanding. Anything in this Article Thirteen Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. non-callable Government Obligations Securities held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(i)), 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 with respect to the Securities of such seriesDefeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively for purposes of this Section and Section 1306405, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including excluding the Company or any of its Affiliates acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest. The Trustee shall not be required to invest any moneys received by the Trustee, but money except in accordance with the written directions of the Company. Money so held in trust need shall not be segregated from other funds except subject to the extent required by lawprovisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13061305, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesNotes, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively for purposes of this Section and Section 1306405, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including excluding the Company or any of its Affiliates acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium Accreted Value, premium, if any, and interest. The Trustee shall not be required to invest any moneys received by the Trustee, but money except in accordance with the written directions of the Company. Money so held in trust need shall not be segregated from other funds except subject to the extent required by lawprovisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10069.3 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely collectively, for purposes of this Section Sections 10.5, 10.6 and Section 130610.7 hereof, the Trustee and any such other trustee are referred to collectively as the "Defeasance Trustee") pursuant to Section 1304 10.4 hereof in respect of the Securities of any Defeasible Series Notes shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Defeasance Trustee may determine, to the Holders of Securities holders of such seriesNotes, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company or the Guarantors, as the case may be, shall pay and indemnify the Defeasance Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 10.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen X to the contrary notwithstanding, the Defeasance Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that10.4 hereof which, in the opinion of a nationally an internationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Defeasance Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Debentures Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Debentures Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Outstanding Exchange Debentures shall be held in trust and applied by the Debentures Trustee, in accordance with the provisions of the Securities of such series Exchange Debentures and this Exchange Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Debentures Trustee may determine, to the Holders of Securities of such series, Exchange Debentures of all 120 109 sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Debentures Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesExchange Debentures. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Debentures Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Debentures 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 Defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify and hold harmless the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance Defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13061506, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1504 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1504 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 1504 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the any proceeds thereoftherefrom) deposited with the Trustee 61 54 (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061105, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1104 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of 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 Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (including any proceeds therefrom) held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1104 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10068.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 hereof in respect of the Securities of any Defeasible Series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1304 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 that which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Article Thirteen 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such seriesDefeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesNotes, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interestinterest (and Liquidated Damages, if any), but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to the Securities of such seriesDefeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely Trustee, collectively for purposes of this Section and Section 130612.5, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 12.4 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Governmental obligations deposited pursuant to Section 1304 12.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that12.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 12 of the last paragraph of Section 1006Securities, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Ten or Article Twelve hereof. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1304 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Securities. Anything in this Article Thirteen Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request Issuer's request together with an Officers' Certificate any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 8.04 which are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance. If any money or U.S. Government Obligations held by the Trustee for the payment of principal or interest remains unclaimed on the first anniversary of the Maturity Date of the Securities, the Trustee shall promptly, or shall cause the prompt, return of such money or U.S. Government Obligations. After the return of such money or U.S. Government Obligations, all liability of the Trustee with respect to the Securities of such seriesmoney or U.S. Government Obligations shall cease.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 15.5 and Section 130615.6, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 15.4 in respect of the Securities of any Defeasible Series and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and the related coupons, if any, of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 3.1, if, after a deposit referred to in Section 15.4(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 15.4(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms of any Security in respect of which the deposit pursuant to Section 15.4(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 15.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 15.4 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006407 hereof, all money and non callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 1306406, the Trustee and any such other trustee are referred to collectively as the "“Trustee"”) pursuant to Section 1304 401 or 404 hereof in respect of the Outstanding Securities of any Defeasible Series series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent paying agent (including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any principal, premium on, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 deposited pursuant to Section 1304 401 or 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that401 or 404 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to the Securities or satisfaction and discharge of such seriesthis Indenture.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. 91 92 Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.3 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively for purposes of this Section and Section 130612.5, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 12.4 hereof in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including other than the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium premium, if any, interest and interestLiquidated Damages, if any, but such money so held in trust need not be segregated from other funds except EXCEPT to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess EXCESS of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance legal defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13061305, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Out standing Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section Sec tion 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect covenant defeasance. --------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the Securities of such seriessame instrument.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely C collectively, for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Out standing Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect covenant defeasance. ------------------------------------ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the Securities of such seriessame instrument.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10061003, all money cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 1306Section, the Trustee and any such other trustee are referred to collectively as the "“Trustee"”) pursuant to Section 1304 in respect of the Securities of any Defeasible Series Notes subject to Legal Defeasance or Covenant Defeasance, as applicable, shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of Securities of such seriesNotes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust such cash need not be segregated from other funds except to the extent required by law. (b) The Company and the Notes Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesNotes. (c) Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a an nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance with respect to the Securities of such seriesDefeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 12 of the last paragraph of Section 1006Securities, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively for purposes of this Section and Section 13068.05, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and Liquidated Damages, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Ten or Article Twelve hereof. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1304 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Securities. Anything in this Article Thirteen Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request Issuer's request together with an Officers' Certificate any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, 8.04 which are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance. If any money or U.S. Government Obligations held by the Trustee for the payment of principal, premium or Liquidated Damages, if any, or interest remains unclaimed on the first anniversary of the Maturity Date of the Securities, the Trustee shall promptly, or shall cause the prompt, return of such money or U.S. Government Obligations. After the return of such money or U.S. Government Obligations, all liability of the Trustee with respect to the Securities of such seriesmoney or U.S. Government Obligations shall cease.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Seventeen. 77 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061305, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to Article Sixteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series thatwhich, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100610.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 130613.05 only, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of this Article Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee at the Company's expense, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such series.this Article. 101 90

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1006903, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1203 and Section 13061204, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1202 in respect of the Securities of any Defeasible Series Debentures shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Debentures and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such seriesHolders, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 1202 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding SecuritiesDebentures. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 1202 with respect to Securities of any Defeasible Series Debentures that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant a Defeasance with respect to the Securities of such seriesDebentures.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10062.04, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 130611.05, the Trustee and any such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 11.04 in respect of the Securities of any Defeasible Series Outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Senior Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, Senior Notes of all sums due and to become due thereon in respect of 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 Company Issuer or Bermuda Holdings shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 1304 11.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSenior Notes. Anything in this Article Thirteen 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer or Bermuda Holdings from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that11.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee (which may be the opinion delivered under Section 11.04) are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10061003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404(a) (solely collectively for purposes of this Section and Section 1306405, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series KDSM Senior Debentures and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, KDSM Senior Debentures of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 with respect to Securities of any Defeasible Series that404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.