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

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities in respect of principal (and premium, if any) and interest, but such money 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 13.4 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII 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 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 hereof in respect of the Outstanding Securities of such series shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuer will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything Notwithstanding anything in this Indenture Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuer from time to time upon Company Request the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 13.4 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying trustee (Person that would qualify to act as successor Trustee under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.614.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIV 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 13.4 which14.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all (a) All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to clause (a) of Section 13.4 9.02 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and accrued interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to clause (a) of Section 13.4 9.02 hereof or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. the outstanding Notes; it being understood that the Trustee shall bear no responsibility for any such tax, fee or other charge which by law is payable by or on behalf of the Holders. (c) Anything in this Indenture Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company Request any money or U.S. Government Obligations held by it as provided in clause (a) of Section 13.4 9.02 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee in form and substance reasonably satisfactory to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series (including the Securities Guarantees) shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premiuminterest, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium including the Make-Whole Premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request a company request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officer’s Certificate delivered to the Trustee), are are, including in the calculation thereof the amount contained in the Debt Service Reserve Account as of such date, in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.36.03(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 5.05 and Section 13.65.06, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 5.04 in respect of the Outstanding Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. . (b) The Company shall will 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 13.4 5.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything . (c) Notwithstanding anything in this Indenture Article V to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion 5.04 with respect to Securities of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, any Defeasible Series that are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.36.03(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 5.05 and Section 13.65.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 5.04 in respect of the Outstanding Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. . (b) The Company shall will 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 13.4 5.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything . (c) Notwithstanding anything in this Indenture Article V to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion 5.04 with respect to Securities of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, any Defeasible Series that are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.313.6 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 hereof in respect of the Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything Notwithstanding anything in this Indenture Article Thirteen to the contrary notwithstandingcontrary, the Trustee shall will 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 13.4 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of Section 5.3(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.6, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.1 or 11.5, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.5 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (c) Anything in this Indenture Article XI 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 13.4 11.5 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee. 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 one and the same instrument. [The remainder of this page intentionally left blank; signature pages follow.]

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and noncallable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 or Section 8.08 hereof in respect of the Outstanding outstanding Securities of such series any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities Series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any of its Subsidiaries acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securities, Series of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money cash or noncallable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of such Series. Anything in this Indenture Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the request of the Issuer any money or noncallable U.S. Government Obligations held by it as provided in Section 13.4 8.04 hereof which, in the based on a certificate, report or opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification the United States delivered to the TrusteeTrustee (which may be the certificate, report or opinion delivered under Section 8.04(2) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance with respect to the applicable Series of Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.2(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 12.3 and Section 13.612.4, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.2 in respect of the Outstanding Securities of such series Electing Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Electing Senior Notes 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 such Securitiesthe Electing Senior Notes, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.2 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesElecting Senior Notes. Anything in this Indenture Article 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 13.4 which12.2 with respect to the Electing Senior Notes 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasancewith respect to the Electing Senior Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 hereof in respect of the Outstanding outstanding Securities of such the applicable series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of the applicable series. Anything in this Indenture Article 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 13.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance of the applicable series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.313.6 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 hereof in respect of the Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Partnership acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Partnership will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything Notwithstanding anything in this Indenture Article Thirteen to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Partnership from time to time upon Company Request the request of the Partnership any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money All cash and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.615.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Debt Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money cash and securities 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, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 15.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesDebt Securities of such series. Anything in this Indenture Article 15 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 13.4 15.04 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 15.04(a)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premiumprincipal, if any) premium and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. the outstanding Notes. (c) Anything in this Indenture Article Eight 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 13.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank, or appraisal firm expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3SECTION 10.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.6SECTION 13.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”"TRUSTEE") pursuant to Section 13.4 SECTION 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 SECTION 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture 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 13.4 SECTION 13.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12, 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premiumprincipal, if any) premium and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company Co-Obligors shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. the outstanding Notes. (c) Anything in this Indenture Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Co-Obligors from time to time upon Company Request the request of the Co-Obligors any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank, or appraisal firm expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not 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, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 404 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article 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 13.4 404 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII 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 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.4 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not 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, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 15.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. Anything in this Indenture Article Fifteen 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 13.4 15.4 which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. Money deposited with the Trustee or a Paying Agent pursuant to this Article Four shall not be subject to Article Fourteen. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article Four 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 13.4 4.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series (including the Securities Guarantees) shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premiuminterest, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium including the Make-Whole Premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request a company request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officer’s Certificate delivered to the Trustee), are are, including in the calculation thereof the amount contained in the Debt Service Reserve Account as of such date, in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.4, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.69.9, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 9.8 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Indenture Article 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 13.4 9.8 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.covenant defeasance. ARTICLE TEN

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 9.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.04 hereof or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article 9 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 13.4 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not 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, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article 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 13.4 4.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31006, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61306, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which1304 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.04, all money and U.S. Government Obligations or Foreign Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 or Foreign Government Obligations held by it as provided in Section 13.4 13.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 8.05 and Section 13.68.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any the Paying Agent (but not including either of the Company Issuers acting as its their own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 Issuers shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding SecuritiesNotes. Anything in this Indenture ARTICLE 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 with respect to any Notes 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 which would then be required to be deposited to effect an equivalent the Defeasance or the Covenant Defeasance, as the case may be, with respect to such Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of Section 5.3(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.6, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.1 or 11.5, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest (including Additional Interest), but such money 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 the provisions of Article XII, provided that the applicable conditions of Section 11.5 have been satisfied. (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.5 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (c) Anything in this Indenture Article XI 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 13.4 11.5 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuers acting as its their own Paying Agent) as the Trustee may determine), to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest on their respective due dates, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company the Issuers’ Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 12.03 and Section 13.612.04, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.02 in respect of the Outstanding Securities of such series Debentures shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Debentures 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 such SecuritiesHolders, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.02 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesDebentures. Anything in this Indenture Article 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 13.4 which12.02 with respect to 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 which thereof that would then be required to be deposited to effect an equivalent a Defeasance or Covenant Defeasancewith respect to the Debentures.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not Incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 and the Subsidiary Guarantors (on a joint and several basis) shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII 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 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (solely under Article Six, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Securities of such series Defeased Notes and Defeased Guarantees shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying Agentor any Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article Four 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 13.4 4.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification delivered thereof to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Subject to Article Six, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of Section 5.03(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.06, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.01 or 11.05, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. . (a) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.05 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (b) Anything in this Indenture Article 11 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 13.4 11.05 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Each Issuer shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by such Issuer pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company each Issuer from time to time time, upon Company Issuer Request from such Issuer, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 for such Issuer that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than am any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Indenture Article 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 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company Issuers acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 Issuers shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company the Issuers’ Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, a premium that remains unclaimed for one year after such principal, interest, or premium, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.37.3, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 2.2) (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.4, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.3 in respect of the Outstanding outstanding Debt Securities of such series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCorporation) as the Trustee may determine, to the Holders holders of such Securities, Debt Securities and any coupons appertaining thereto of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Company Corporation shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or other property deposited pursuant to Section 13.4 13.3 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders holders of Outstanding Securitiessuch outstanding Debt Securities and any coupons appertaining thereto. Anything in this Indenture Article 13 to the contrary notwithstanding, subject to Section 11.7, the Trustee shall deliver or pay to the Company Corporation from time to time upon Company Request Written Order of the Corporation any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 13.3 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 which would then be required to be deposited to effect an equivalent Defeasance a defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article 13.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.2(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.3 and Section 13.613.4, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.2 in respect of the Outstanding Securities of such series Defeasance Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Defeasance Senior Notes 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 such Securitiesthe Defeasance Senior Notes, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.2 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesDefeasance Senior Notes. Anything in this Indenture Article XIII 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 13.4 which13.2 with respect to the Defeasance Senior Notes 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasancewith respect to the Defeasance Senior Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 hereof in respect of the Outstanding Securities of such series shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company an Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuers will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything The indemnity contained herein shall survive discharge of this Indenture and any resignation or removal of the Trustee. Notwithstanding anything in this Indenture Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any money cash in U.S. Dollars or U.S. Government Obligations held by it as provided in Section 13.4 8.4 hereof which, in the case of the value of U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, considered together with the cash, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last penultimate paragraph of Section 10.31003, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the any Outstanding Securities of such any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities and any coupons appertaining thereto of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders holders of such Outstanding SecuritiesSecurities and any coupons appertaining thereto. Anything in this Indenture Article 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 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance a defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6, all money U.S. dollar and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the written request of the Issuer and be relieved of all liability with respect to any money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 13.4 8.4 or 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeDeposit Trustee (which may be the opinion delivered under clause (1) of Section 8.4), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.34.04, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 11.05 and Section 13.611.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 11.04 in respect of the Outstanding Debt Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Debt Securities of such Securities series and this Indenture, to the payment, either directly or through any Paying Agent such paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of Debt Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. . (b) The Company shall will 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 13.4 11.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Debt Securities. Anything . (c) Notwithstanding anything in this Indenture Article 11 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request Order any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion 11.04 with respect to Debt Securities of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, any Defeasible Series that are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Debt Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 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 13.4 12.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money cash in United States dollars and U.S. non-callable U. S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premiumprincipal, if any) premium and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash in United States dollars or U.S. non-callable U. S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. the outstanding Notes. (c) Anything in this Indenture Article Eight 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 cash in United States dollars or non-callable U.S. Government Obligations held by it as provided in Section 13.4 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank, or appraisal firm expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or Paying Agent (or other qualifying trustee (solely — collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and the Paying Agent against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 13.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of (and premium, if any) and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated. 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 same instrument.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely - collectively, for purposes of for this Section and Section 13.614.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premiumprincipal, if any) premium and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 14.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than am any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Indenture Article 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 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.37.03(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 6.05 and Section 13.66.06, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 6.04 in respect of the Outstanding Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. . (b) The Company shall will 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 13.4 6.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything . (c) Notwithstanding anything in this Indenture Article VI to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion 6.04 with respect to Securities of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, any Defeasible Series that are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.311.3, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee—collectively, for purposes of this Section and Section 13.612.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Defeasance Trustee”) pursuant to Section 13.4 12.4 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer or a Guarantor acting as its their own Paying Agent) as the Defeasance Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuer and the Guarantors shall, jointly and severally, pay and indemnify the Defeasance Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Indenture Article to the contrary notwithstanding, the Defeasance Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 13.4 12.4 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Paying Agent on behalf of the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 13.6Section, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and the Paying Agent against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the applicable series of Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee or Paying Agent, as applicable, 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 13.4 1204 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and solely for purposes of this Section 1205, Section 1412 and Section 13.61512, the Trustee and any such other qualifying trustee are referred to collectively as the “101 "Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 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 13.4 which1204 hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 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 13.4 1204 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 1204(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series shall outstanding notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuers will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding notes. Anything Notwithstanding anything in this Indenture Article 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 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(1) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. In the event the Issuers exercise under Section 8.01 the option applicable to either Section 8.02 or 8.03 and such notes are declared due and payable because of the occurrence of an Event of Default that remains applicable, the amount of money and/or U.S. Government Obligations on deposit with the Trustee will be sufficient (accompanied by a report delivered to the Trustee from a nationally recognized firm of independent public accountants (which may be the regularly employed accountants of the Parent) regarding the calculation of the amount deposited in comparison to the interest, premium, maturity and other terms of this Indenture) to pay amounts due on such notes at the time of their Stated Maturity but may not be sufficient to pay amounts due on such notes at the time of the acceleration resulting from such Event of Default. However, the Issuers will remain liable for such payments.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.614.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 and the Subsidiary Guarantors (on a joint and several basis) shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIV 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 13.4 which14.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003 of the Original Indenture, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61105, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1104 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this the Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1104 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture Article 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 13.4 1104 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 which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article. This Section 1105 shall be applicable with respect to the Securities in lieu of Section 1505 of the Original Indenture (which shall be of no force and effect for the Securities).

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.02, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.04 in respect of the Outstanding outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal the Principal Amount (and premium, if any) and interestaccrued Original Issue Discount, but such money 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 XI. The Company and the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Securities. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations held by it as provided in Section 13.4 12.04 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 12.04(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and solely for purposes of this Section 1205, Section 1412 and Section 13.61512, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 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 13.4 which1204 hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered cer tification thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money All cash and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.615.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Debt Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money cash and securities 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, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 15.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesDebt Securities of such series. Anything in this Indenture Article 15 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 13.4 15.04 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 15.04(a)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of Section 5.3(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.6, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.1 or 11.5, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.5 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (c) Anything in this Indenture Article XI 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 13.4 11.5 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee. 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 one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Indenture or in any other certificate, agreement or document related to this Indenture or the Notes shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6, all money U.S. dollar and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, and all other amounts due and owing under this Indenture and the Notes but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or Section 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the written request of the Issuer and be relieved of all liability with respect to any money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 13.4 8.4 or Section 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeDeposit Trustee (which may be the opinion delivered under Section 8.4(1)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying another trustee (solely for purposes satisfying the requirements of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”7.10 hereof) pursuant to Section 13.4 Sections 9.1 or 9.4 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Trustee shall be under no duty to invest such money or U.S. Government Obligations. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 Sections 9.1 or 9.4 hereof or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything Subject to Sections 7.1 and 7.2 hereof, anything in this Indenture Article 9 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 13.4 9.4 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.4, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.69.9, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 9.8 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Indenture Article 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 13.4 9.8 which, in the written 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.covenant defeasance. ARTICLE TEN

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 in respect of the Outstanding outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and ), interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, subject to Section 7.7, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 8.4 which, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance, as applicable, in accordance with this Article 8.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premiuminterest, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officers’ Certificate delivered to the Trustee), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to . become due on such Securities in respect of principal (and premium, if any) and interest, but such money 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 13.4 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31009, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securitiesthe Notes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Issuer's obligations to pay principal of and interest on the Notes shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), the Issuer's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Issuer's payment obligations are reinstated. 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 same instrument.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII 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 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last fifth paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61405, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1404 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities 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 such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. Subject to the satisfaction of the applicable conditions in Section 1404, money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the provisions of Article Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1404 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article 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 held by it as provided in Section 13.4 1404 with respect to any Securities 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 which would then be required to be deposited to effect an equivalent the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section 1405 because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of (and premium, if any) and interest (if any) on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in Clause (i), the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated. 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 same instrument.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6, all money U.S. dollar and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company Issuers or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, and all other amounts due and owing under the Indenture and the Notes but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or Section 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request the written request of the Issuers and be relieved of all liability with respect to any money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 13.4 8.4 or Section 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeDeposit Trustee (which may be the opinion delivered under Section 8.4(1)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting, appraisal or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 4.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interestinterest (and any Additional Amounts), but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee Trustee, its officers, directors, employees and agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article Four 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 13.4 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) any premium and interest, but such money need not be segregated from other funds except to the extent required by law. The Company or the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 14.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of and any premium, interest and other amounts due on such Securities shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal (and premium, if any) and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.61305, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall and the Guarantor shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 1304 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (of the Securities plus the Cumulative Deferred Amount and premium, if any) , and interestinterest on the sum of the Securities and the Cumulative Deferred Amount, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 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 13.4 1204 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 which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 hereof in respect of the Outstanding Securities of such series shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company an Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (principal, premium and premiumAdditional Interest, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuers will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything The indemnity contained herein shall survive discharge of the Indenture and any resignation or removal of the Trustee. Notwithstanding anything in this Indenture Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 13.4 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and solely for purposes of this Section 12.05, Section 14.12 and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”15.12) pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 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 13.4 which12.04 hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.3 hereof, all ------------ money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively for purposes of this Section and Section 13.612.5, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.4 hereof in respect of the ------------ ------------ Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 12.4 hereof or the principal and interest received ------------ in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 12 to the contrary notwithstanding, the Trustee shall ---------- will 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 13.4 12.4 ------------ 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 of the amount thereof 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 this Article 12. ----------

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premiuminterest, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Table of ContentsTable of Contents The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request a company request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officer’s Certificate delivered to the Trustee), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of Section 5.3(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.6, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.1 or 11.5, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.5 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (c) Anything in this Indenture Article XI 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 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, 11.5 which are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors, jointly and severally, shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII 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 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.36.03(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 5.05 and Section 13.65.06, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 5.04 in respect of the Outstanding Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. . (b) The Company shall will 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 13.4 5.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything . (c) Notwithstanding anything in this Indenture Article V to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, 5.04 with respect to Securities of any Defeasible Series that are in excess (in the opinion of a the nationally recognized firm of independent public accountants expressed in a written certification delivered accounting firm rendering an opinion pursuant to the Trustee, are in excess Section 5.04(e)) of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of the last paragraph of Section 10.36.03(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 5.05 and Section 13.65.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 5.04 in respect of the Outstanding Securities of such series shall any Defeasible Series will be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (Principal and premium, if any) 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. . (b) The Company shall will 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 13.4 5.04 or the principal Principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything . (c) Notwithstanding anything in this Indenture Article V to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion 5.04 with respect to Securities of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, any Defeasible Series that are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3‎Section 10.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.6‎Section 13.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 ‎Section 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall and the Guarantor shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 ‎Section 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 ‎Section 13.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such the Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestAmortization Payments, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest Amortization Payments received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Company, from time to time upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 12.04 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 which would then be required to be deposited to effect an equivalent Defeasance “defeasance” or Covenant Defeasance“covenant defeasance”.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) any premium and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 14.04 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of and any premium and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61306, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities and any Coupons appertaining thereto of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and any Coupons appertaining thereto 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 Securitiesseries and any Coupons appertaining thereto, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesSecurities and any Coupons appertaining thereto. Anything in this Indenture 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 13.4 which1304 with respect to Securities and any Coupons appertaining thereto 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series and any Coupons appertaining thereto.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. (a) Subject to the provisions of Section 5.3(e), all money deposited with the last paragraph Trustee (or other qualifying trustee, collectively, for purposes of this Section 10.311.6, the “Trustee”), all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, all money received by the Trustee and any such other qualifying trustee are referred to collectively as in respect of U.S. Government Obligations deposited with the “Trustee”) , pursuant to Section 13.4 11.1 or 11.5, in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.5 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Securities of such series. (c) Anything in this Indenture Article XI 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 13.4 11.5 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 which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance and pay any obligations owed or accrued in favor of the Trustee. 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 one and the same instrument.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.311.4 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 13.6Section, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.4 hereof in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of any series. Anything in this Indenture Article 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 held by it as provided in Section 13.4 14.4 hereof which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61306, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities 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 Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which1304 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 9.01 or 9.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request a written request of the Issuers in the form of an Officers' Certificate any money or U.S. Government Obligations held by it as provided in Section 13.4 9.01 or 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.