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 4.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 8.05 and Section 8.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.04 in respect of any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through the Paying Agent (including either of the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notes. Anything in this ARTICLE 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect to any Notes which are in excess of the amount thereof which would then be required to be deposited to effect 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. Subject to the provisions of the last paragraph of Section 4.039.3 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee—collectively for purposes of this Section 8.05 and Section 8.0611.5, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.04 11.4 hereof in respect of any Notes the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Company acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding NotesSecurities. Anything in this ARTICLE 8 Article XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance an equivalent legal defeasance or the Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to such Notesthis 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 4.034.03 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.068.05, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 hereof in respect of any the Notes then outstanding shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Company acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. cash or Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notesthe Notes then outstanding. Anything in this ARTICLE 8 Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon Company Request at the Company's request any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 with respect hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes the Trustee (which may be the opinion delivered under 73 83 Section 8.04(i) hereof), are in excess of the amount thereof which would then be required to be deposited to effect the an equivalent Legal 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. Subject to the provisions of the last paragraph of Section 4.039.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.069.05, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 9.04 hereof in respect of any the outstanding Secured Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Secured Notes and this Indenture, to the payment, either directly or through the any such Paying Agent (including either of the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Secured Notes of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium interest (including Additional Amounts, if any, and interestSpecial Interest, if any), but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 9.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notesthereof. 119 Anything in this ARTICLE 8 Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers 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 8.04 with respect 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes the Trustee (which may be the opinion delivered under Section 9.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect the an equivalent 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. Subject to the provisions of the last paragraph of Section 4.031009, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 8.05 and Section 8.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.04 1204 in respect of any the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such the Notes and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Holders of such the Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Issuer 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 8.04 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notesthereof. Anything in this ARTICLE 8 herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which 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. Anything herein to the Defeasance contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the Covenant Defeasanceproceeds 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, as 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 bebe executed in any number of counterparts, with respect each of which so executed shall be deemed to be an original, but all such Notescounterparts 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 4.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.061305, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.04 1304 in respect of any Notes the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding NotesSecurities. Anything in this ARTICLE 8 Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance an equivalent defeasance or the Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to such Notesthis 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 4.037.6, all money U.S. dollar and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.067.5, the Trustee and any such other trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 8.04 7.2, Section 7.3, Section 7.4 or Section 7.8 in respect of any the outstanding Notes shall be held and in trust (but money need not be segregated from other funds except to the extent required by law), shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Notes and this Indenture, Indenture to the payment, either directly or through the any Paying Agent (including either of the Issuers Issuer or any Subsidiary acting as their own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Issuer shall pay and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 7.2, Section 7.3, Section 7.4 or Section 7.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Notes. Anything in this ARTICLE 8 Article VII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Issuers 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 8.04 with respect 7.2, Section 7.3, Section 7.4 or Section 7.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes the Deposit Trustee (which may be the Opinion of Counsel delivered under Section 7.4(1)), are in excess of the amount thereof which that would then be required to be deposited to effect the an equivalent Legal Defeasance or the Covenant DefeasanceDefeasance or satisfaction and discharge, 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. Subject to the provisions of the last paragraph of Section 4.03403, all money and U.S. Government U.S.Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section 8.05 1205, Section 1412 and Section 8.061512, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 1204 in respect of any the Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 1204, or the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge which that by law is for the account of the Holders of Outstanding the Defeased Notes. Anything in this ARTICLE 8 Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time time, upon Company Request an Issuers Request, any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1204 that, in the opinion of a nationally recognized accounting or investment banking firm expressed in a written certification thereof to any Notes which the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect the an equivalent Defeasance or the Covenant Defeasance. Subject to Article VII, as the case may be, with respect Trustee shall not incur any liability to any Person by relying on such Notesopinion.

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 4.038.6, all money U.S. legal tender and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.068.5, the Trustee and any such other trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 8.04 8.4 or Section 8.8 in respect of any the 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 Notes and this Indenture, Indenture to the payment, either directly or through the any Paying Agent (including either of Holdings, the Issuers or any Subsidiary acting as their own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, if any, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, shall pay and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 8.4 or Section 8.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Notes. Anything in this ARTICLE 8 Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the 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. legal tender or non-callable U.S. Government Obligations held by it as provided in Section 8.04 with respect to any Notes 8.4 or Section 8.8 which are in excess of the amount thereof which that would then be required to be deposited to effect the an equivalent Legal Defeasance or the Covenant DefeasanceDefeasance or satisfaction and discharge, 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. Subject to the provisions of the last paragraph of Section 4.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section 8.05 and Section 8.061205, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 1204 in respect of any Notes the Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Issuer acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding NotesSecurities. Anything in this ARTICLE 8 Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which 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. Section 1206 Reinstatement. If the Defeasance Trustee or the Covenant DefeasancePaying Agent is unable to apply any money in accordance with Section 1202 or 1203 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's obligations under this Indenture, the Security Documents and the Securities, and the obligations of the Security Guarantors under the Indenture and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Twelve until such time as the case may beTrustee or Paying Agent is permitted to apply all such money in accordance with Section 1202 or 1203; provided, with respect however, that if the Issuer makes any payment of principal of (and premium, if any) or interest on any Security following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such NotesSecurities to receive such payment from the money held by the Trustee or the Paying Agent.

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 4.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.061205, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 1204 in respect of any Notes the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Company acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Twelve. The Issuers shall, jointly and severally, Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding NotesSecurities. Anything in this ARTICLE 8 Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes the Trustee (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 the Defeasance an equivalent defeasance or the Covenant Defeasance, as the case may be, with respect to such Notes.covenant defeasance. 87 79

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 4.0310.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee-- collectively, for purposes of this Section 8.05 and Section 8.0615.5, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 15.4 in respect of any Notes the Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Company acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but money . Money so held in trust need shall not be segregated from other funds except subject to the extent required by lawprovisions of Article XII. The Issuers shall, jointly and severally, Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 15.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding NotesSecurities. Anything in this ARTICLE 8 Article XV to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 15.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance an equivalent defeasance or the Covenant Defeasance, as the case may be, with respect to such Notescovenant 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 4.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.061405, the Trustee and any such other trustee are referred to collectively as the “"Trustee”") pursuant to Section 8.04 1404 in respect of any the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Issuer acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal (and any premium and Additional Interest, 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 Issuers shall, jointly and severally, Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything in this ARTICLE 8 Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance an equivalent defeasance or the Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to such Notesthis 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 4.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and solely for purposes of this Section 8.05 12.05, Section 14.12 and Section 8.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”15.12) pursuant to Section 8.04 12.04 in respect of any the Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Issuer acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Issuers shall, jointly and severally, shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 12.04 or the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge which that by law is for the account of the Holders of Outstanding the Defeased Notes. Anything in this ARTICLE 8 Article 12 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 8.04 with respect 12.04 hereof that, in the opinion of a nationally recognized accounting or investment banking firm expressed in a written certification thereof to any Notes which the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect the an equivalent Defeasance or the Covenant Defeasance. Subject to Article 7, as the case may be, with respect Trustee shall not incur any liability to any Person by relying on such Notesopinion.

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 4.031003, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section 8.05 and Section 8.06Section, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 8.04 1404 in respect of any Notes such Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through the any Paying Agent (including either of the Issuers Company acting as their its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, if any, but such money so held in trust need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Issuers shall, jointly and severally, Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding NotesSecurities. Notwithstanding anything to the contrary contained herein, the foregoing sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee. Anything in this ARTICLE 8 Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers 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 8.04 with respect 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to any Notes which the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance a defeasance or the Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to such Notesthis Article.