Common use of Deposited Money and U.S 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 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 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 thereon in respect of principal, 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof. Anything 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 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.06, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 8.04 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 or a Subsidiary Guarantor, if any, 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 thereon in respect of principal, premium 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request the Company's request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 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(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 404 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 thereon in respect of principal, premium 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 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything herein in this 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 14.04 404 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 7.04 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, of all sums due and to become due thereon in respect of principal, premium 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 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 14.04 7.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article VII 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 Section 14.04 7.04 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations Securities to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051205, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article Thirteen. 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 Securities deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this 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 Securities held by it as provided in Section 14.04 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.0312.6, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 12.4 in respect of the Outstanding Securities of such series Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including excluding the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Senior Notes of all sums due and to become due thereon in respect of principal, premium premium, if any, and interestinterest (including any Additional 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 cash or U.S. Government Obligations deposited pursuant to Section 14.04 12.4 or the principal and interest received in respect thereof. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 12.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 12.4), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "Trustee") pursuant to Section 14.04 8.4 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 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 thereon in respect of principalprincipal or Redemption Price of, premium and interestAdditional Interest, but if any, interest on, the Notes, provided that 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 cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII 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 14.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of Trustee (which may be the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.opinion delivered under

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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - (collectively, for purposes for of this Section 14.051505, the "Trustee") pursuant to Section 14.04 1504 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money 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 Thirteen. 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 14.04 1504 or the principal and interest received in respect thereof. Anything 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 14.04 which, 1504 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.054.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 hold it harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 4.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything herein in this 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 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 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 IndentureAgreement, 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 thereon in respect of principal, 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII 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 14.04 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 thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 Issuer and any Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon a Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, (solely for purposes for of this Section 14.05and Section 1506, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1504 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1504 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this 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 14.04 1504 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company a Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "Trustee") pursuant to Section 14.04 8.4 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 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 thereon in respect of principalprincipal or Redemption Price of, premium and interestAdditional Interest, but if any, interest on, the Notes, that 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 cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII 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 14.04 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(a)), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------------ Trust; Other Miscellaneous Provisions. -------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 1304 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 such 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 thereon in respect of principal, 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 shall not be subject to the provisions of Article XIV. 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 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notes. Anything herein in this 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 14.04 1304 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Notes.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "Trustee") pursuant to Section 14.04 8.4 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 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 thereon in respect of principalprincipal or Redemption Price of, premium and interestinterest on, the Notes, 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 cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 U.S. Government Obligations held by it as provided in Section 14.04 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(a)), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal 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 10.039.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 hereof 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 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from upon other funds except to the extent required by law. The Company shall pay and indemnify indemnity 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 14.04 or the principal and interest received Anything in respect thereof. Anything herein this Article 9 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 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Securities.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051205, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, 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 against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereof. Anything herein in this 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 14.04 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 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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - (collectively, for purposes for of this Section 14.051505, the "Trustee") pursuant to Section 14.04 1504 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money 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 Thirteen. 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 14.04 1504 or the principal and interest received in respect thereof. Anything 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 14.04 which, 1504 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 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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - -- collectively, for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, 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 14.04 1304 or the principal and interest received in respect thereof. Anything 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 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 10.038.06, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 8.04 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 or a Guarantor, if any, 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 thereon in respect of principal, premium 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request the Company's request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 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(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine 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 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "“Trustee"”) pursuant to Section 14.04 8.4 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 Agentother than an Issuer) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due thereon in respect of principalprincipal or Redemption Price of, premium and interestor interest on, but the Notes, that 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall 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 Securities held by it as provided in Section 14.04 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(1)), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "Trustee") pursuant to Section 14.04 8.4 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 other than the Company acting as its own Paying AgentIssuer) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due thereon in respect of principalprincipal or Redemption Price of, premium and interestAdditional Interest, but if any, and interest on, the Notes, provided that 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII 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 U.S. Government Obligations held by it as provided in Section 14.04 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 hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - trustee, collectively, for purposes for of this Section 14.0511.05, the "Trustee") pursuant to Section 14.04 11.04 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 excluding, however, 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 thereon in respect of principal, premium and interestthereon, 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 10. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 11.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article 11 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 14.04 11.04 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 11.04(a)), are in excess of the amount thereof 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 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 14.04 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. United States Government Obligations (including the proceeds thereof) deposited with the Trustee (or Trustee, collectively with any other qualifying trustee - collectivelytrustee, for purposes for of this Section 14.0513.05, the "Trustee") pursuant to Section 14.04 13.04 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, interest (including any Additional 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 Governmental Obligations deposited pursuant to Section 14.04 13.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. United States Government Obligations held by it as provided in Section 14.04 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 applicable, in accordance with this Article Thirteen.

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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - (collectively, for purposes for of this Section 14.051505, the "Trustee") pursuant to Section 14.04 1504 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money 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 Thirteen. 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 14.04 1504 or the principal and interest received in respect thereof. Anything 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 14.04 which, 1504 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 1304 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 thereon in respect of principalprincipal (and premium, 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 Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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, is or are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.3 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.0511.5, the "Trustee") pursuant to Section 14.04 11.4 hereof 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 thereon in respect of principalprincipal (and premium, 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 Governmental Obligations deposited pursuant to Section 14.04 11.4 hereof or the principal and interest received in respect thereof. Anything herein to thereof other than any such tax, fee or other charge which by law is for 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 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 account of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasanceHolders of the Outstanding Securities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 10.0310.4, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, (solely for purposes for of this Section 14.05and Section 13.6, the "Trustee and any such other trustee are referred to collectively as the “Trustee"”) pursuant to Section 14.04 13.4 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 such 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Notes. Anything herein in this 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 14.04 13.4 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Notes.

Deposited Money and U.S. Government Obligations to be Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.035.3, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelyTrustee, collectively for purposes for of this Section 14.0517.5, the "Trustee") pursuant to Section 14.04 17.4 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 thereon in respect of principal, premium 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 Trustee, its officers, directors and agents and hold such harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations Securities deposited pursuant to Section 14.04 17.4 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article XVII 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 Securities held by it as provided in Section 14.04 17.4 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 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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - trustee--collectively, for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series Notes shall be held in trust uninvested 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.059.5, the "Trustee") pursuant to Section 14.04 9.4 hereof in respect of the Outstanding Securities of such series outstanding Secured Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Secured 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 Securities, Secured Notes of all sums due and to become due thereon in respect of principal, premium premium, if any, and interestinterest (including Special 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 Trustee against any tax, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal and interest received in respect thereof. Anything herein in this Article 9 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 U.S. Government Obligations held by it as provided in Section 14.04 9.4 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 9.4(a) hereof), are in excess of the amount thereof which that 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 Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 1304 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 thereon in respect of principalthe principal amount at (and premium, 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 and hold harmless the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 that, 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 that would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03403, 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 - collectivelyunder Article VII, collectively and solely for purposes for of this Section 14.051205, the "“Trustee"”) pursuant to Section 14.04 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 thereon in respect of principal, premium 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 14.04 1204, or the principal principal, premium, if any, and interest received in respect thereof. Anything herein to , other than any such tax, fee or other charge that by law is for 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 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 account of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.Holders of the Defeased Notes. 167 1010271152v11010271152_5.doc

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.054.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 hold it harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 4.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything herein in this 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 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 10.039.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.059.5, the "Trustee") pursuant to Section 14.04 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 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, Notes of all sums due and to become due thereon in respect of principal, premium premium, if any, and interestinterest (including Special 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal and interest received in respect thereof. Anything herein in this Article 9 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 14.04 9.4 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 9.4(a) hereof), are in excess of the amount thereof which that 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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, is or 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. 88 -80-

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.08, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 determineAgents, to the Holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium 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 Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request a request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all Provisions All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors shall on a joint and several basis pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.059.5, the "Trustee") pursuant to Section 14.04 9.4 hereof in respect of the Outstanding Securities of such series outstanding Debentures shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities 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 Securities, Debentures of all sums due and to become due thereon in respect of principal, premium premium, if any, and interestinterest (including Liquidated Damages, 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal and interest received in respect thereof. Anything herein in this Article 9 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 14.04 9.4 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 9.4(a) hereof), are in excess of the amount thereof which that 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine 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 Section 14.04 9.04 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 Legal 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 10.038.06 hereof, all money and noncallable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "TrusteeTRUSTEE") pursuant to Section 14.04 8.04 hereof in respect of the Outstanding outstanding series of 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 thereon in respect of principal, premium 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 cash or noncallable U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of that series. Anything herein in this Article VIII 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 noncallable U.S. Government Obligations held by it as provided in Section 14.04 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(ii) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, 80 -73- premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, trustee--collectively for purposes for of this Section 14.05405, the "Trustee") pursuant to Section 14.04 404 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 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 thereon in respect of principal, premium 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 14.04 404 or the principal and interest received in respect thereofthereof other than 66 any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this 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 14.04 404 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051205, the "“Trustee"”) pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article Thirteen. 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 Securities deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this 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 Securities held by it as provided in Section 14.04 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 Securities to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.06 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.059.05 only, the "Trustee") pursuant to Section 14.04 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 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 thereon in respect of principalprincipal or redemption price of, premium and interestLiquidated Damages, but if any, interest on, the Notes, that 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 9.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 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 Securities held by it as provided in Section 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (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 an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine 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 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 hereof 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, of all sums due and to become due thereon in respect of principal, premium premium, if any, accrued interest and interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantor 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article Nine 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 14.04 9.04 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 defeasance Legal Defeasance Option or covenant defeasanceCovenant Defeasance Option.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.059.5, the "Trustee") pursuant to Section 14.04 9.4 hereof in respect of the Outstanding Securities of such series outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities 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 Securities, Senior Notes of all sums due and to become due thereon in respect of principal, premium premium, if any, and interestinterest (including Special 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal and interest received in respect thereof. Anything herein in this Article 9 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 14.04 9.4 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 9.4(a) hereof), are in excess of the amount thereof which that 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 Issuer and any Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 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 14.04 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 defeasance Legal 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 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 such 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee 94 -87- or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. Anything herein in this Article VIII 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 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051205, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, 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 against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereof. 77 Anything herein in this 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 14.04 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 or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 10.04 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 thereon in respect of principal, premium 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 Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 10.04 hereof or the principal principal, premium, if any, and interest received 103 -95- in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 10 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon an Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 10.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. 86 -79- The Company and the Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, (solely for purposes for of this Section 14.05and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this 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 14.04 1304 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium premium, 90 -82- 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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, is or are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. and Foreign Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03All money, all money U.S. Government Obligations and U.S. Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.4 hereof 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, of all sums due and to become due thereon in respect of principal, premium 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 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 and Foreign Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money money, U.S. Government Obligations or U.S. Foreign Government Obligations held by it as provided in Section 14.04 9.4 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 defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in TrustTrusts; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, -- collectively for purposes for of this Section 14.054.5, the "Trustee") pursuant to Section 14.04 4.4 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, Securities of all sums due and to become due thereon in respect of principal, premium principal 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 14.04 4.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article IV 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 14.04 4.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.039.08, all money and U.S. Government Obligations (including includ- ing the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 determineAgents, to the Holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium premium, if any, and accrued interest, but such money need not be segregated segre- gated from other funds except to the extent required by law. The Company Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify in- demnify 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 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request a request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 which, in the opinion of a nationally na- tionally 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 re- quired to be deposited to effect an equivalent defeasance Legal 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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - (collectively, for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, 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 14.04 1304 or the principal and interest received in respect thereof. Anything 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 14.04 which, 1304 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof 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 To Be ----------------------------------------------------- Held in Trust; : Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.03, 12.6 all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 12.4 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 excluding 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 thereon in respect of principalprincipal premium, 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 cash or U.S. Government Obligations deposited pursuant to Section 14.04 12.4 or the principal and interest received in respect thereof. Anything herein in this Article 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 14.04 12.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 12.4), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasance.Covenant Defeasance. 106

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.06, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 8.04 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 or a Guarantor, if any, 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 thereon in respect of principal, premium 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request the Company's request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.firm

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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereof. Anything 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 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 8.04 hereof 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, of all sums due and to become due thereon in respect of principal, premium premium, if any, accrued interest and interestAdditional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors 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 14.04 8.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 8.04 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 defeasance Legal Defeasance Option or covenant defeasanceCovenant Defeasance Option.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. 98 -90- Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 9.01 or 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying person that would qualify to act as successor trustee - collectivelyunder Article Six, collectively for purposes for of this Section 14.054.05, the "Trustee") pursuant to Section 14.04 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 other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due thereon in respect of principal, premium principal 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 hold it harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 4.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this 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 14.04 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine 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 14.04 9.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon an Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 10.031003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, trustee--collectively for purposes for of this Section 14.05405, the "Trustee") pursuant to Section 14.04 404 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 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 thereon in respect of principal, premium 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 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this 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 14.04 404 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 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 10.038.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 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 the Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company an Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due thereon in respect of principal, premium on, if any, interest and interestAdditional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request the written request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 14.04 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 thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance discharge under Section 9.01, Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 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 or covenant defeasance.or

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 hereof 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, of all sums due and to become due thereon in respect of principal, premium premium, if any, accrued interest and interestLiquidated Damages, if any, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors 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 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article Nine 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 14.04 9.04 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 defeasance Legal Defeasance Option or covenant defeasanceCovenant Defeasance Option.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031103, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, (solely for purposes for of this Section 14.05and Section 1406, the "Trustee"Trustee and any such other trustee are referred to collectively as the “TRUSTEE”) pursuant to Section 14.04 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 Subordinated 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this 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 14.04 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all Provisions All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 12.4 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 thereon in respect of principal, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 12.4, or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article 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 14.04 12.4 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations Securities to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.06, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.05, the "Trustee") pursuant to Section 14.04 8.04 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 or a Subsidiary Guarantor, if any, 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 thereon in respect of principal, premium 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request the Company's request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 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(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.051205, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, 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 Governmental Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this 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 14.04 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 Legal 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 10.031003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - (collectively, for purposes for of this Section 14.051305, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, premium if any) and interest, but such money 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 Thirteen. 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 14.04 1304 or the principal and interest received in respect thereof. Anything 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 14.04 which, 1304 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 8.04 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 thereon in respect of principal, premium 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 shall (on a joint and several basis) pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request any money money, U.S. Legal Tender or U.S. Government Obligations held by it as provided in Section 14.04 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 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 Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 Trus- tee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium 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 Guarantors 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this 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 14.04 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, is or are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal 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 10.03, all Provisions All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 10.04 in respect of the Outstanding Securities any outstanding series 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 SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium principal and accrued 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 14.04 10.04 above or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of any outstanding series of Notes. Anything herein in this Article 10 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 14.04 10.04 above 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 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 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - -- collectively, for purposes for of this Section 14.0512.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principalprincipal (and premium, premium if any) or Liquidated Damages, 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 14.04 12.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this 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 14.04 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 or covenant defeasance.. 124

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 thereon in respect of principal, premium 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 (on a joint and several basis) 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 hereof 110 -101- 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all -------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 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 holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium 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 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 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the holders of the outstanding Notes. Anything herein in this 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 14.04 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 defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.03, all All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectively, for purposes for this Section 14.05, the "Trustee") pursuant to Section 14.04 9.04 in respect of the Outstanding Securities outstanding Notes of such the applicable series shall be held in trust and applied by the Trustee, in accordance with the provisions pro- visions 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 determineAgents, to the Holders of such SecuritiesNotes, of all sums due and to become due thereon in respect of principal, premium 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 Issuer and the Guarantors shall (on a joint and several basis) pay and indemnify in- demnify 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 14.04 9.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of such series. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request a written request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification certi- fication 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 defeasanceCovenant Defeasance. SECTION 9.06.

Deposited Money and U.S. Government Obligations to be Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.038.6 hereof, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee - collectivelytrustee, collectively for purposes for of this Section 14.058.5 only, the "Trustee") pursuant to Section 14.04 8.4 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 Agentother than an Issuer) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due thereon in respect of principalprincipal or Redemption Price of, premium and additional interest, but if any, interest on, the Notes, that 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 or other charge imposed on or assessed against the money cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII 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 U.S. Government Obligations Securities held by it as provided in Section 14.04 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 thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance.