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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof 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 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 United States dollars or U.S. Government Obligations held by it as provided in Section 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 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 10038.6 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 404 8.4 hereof in respect of the Defeased Securities shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates Issuers acting as 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, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything Notwithstanding anything in this Article Four VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, premiumprincipal (and premium and Liquidated Damages, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

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 1003, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and 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 U.S. Government Obligations Securities deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders holders of such Securities Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 1305 and Section 1306, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (excluding including 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Securities of such series. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 or covenant defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to To Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars ------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased outstanding Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased outstanding Securities. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 hereof in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), 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, premiumand Additional Interest, if any, and interestinterest on, but 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 cash or U.S. Government Obligations deposited pursuant to Section 404 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section 11.05, the "Trustee") pursuant to Section 404 11.04 in respect of the Defeased outstanding Securities 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 (excluding excluding, however, the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, 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 cash or U.S. Government Obligations deposited pursuant to Section 404 11.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased outstanding Securities. Anything in this Article Four 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, premiumand Additional Interest, if any, and interestinterest on, but 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 cash or U.S. Government Obligations deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, if anyprincipal or Redemption Price of, 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 cash or U.S. Government Obligations deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as 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, if any, premium and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions proviso of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 404 4.04 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, 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 U.S. Government Obligations deposited pursuant to Section 404 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased SecuritiesNotes. Anything 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) cash deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations money held by it as provided in Section 404 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof 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 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 United States dollars or U.S. Government Obligations held by it as provided in Section 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 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively, for purposes of this Section 1105, the "Trustee") pursuant to Section 404 1104 in respect of the Defeased Securities 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 (excluding including 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, if any, principal and any 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 U.S. Government Obligations deposited pursuant to Section 404 1104 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1104 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section Sections 401 and 404 in respect of the Defeased Securities shall be held in trust trust, and such money and all money from such U.S. Government Obligations shall be applied by the Trusteeit, in accordance with the provisions of such the Securities and this Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders Persons entitled thereto, of such Securities of all sums due the principal (and to become due thereon in respect of principal, premium, if any, ) and interest, but interest for whose payment such money need not be segregated from other funds except to and U.S. Government Obligations has been deposited with the extent required by lawTrustee. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 or the principal and or interest received in respect thereof of such obligations other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything Notwithstanding the foregoing provisions of this Article Four, if the Securities of any series are payable in a coin or currency or currency unit other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit or the nature of the government obligations to be deposited with the Trustee under the foregoing provisions of this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it be as provided in Section 404 which, set forth in the opinion Officers' Certificate or established in the supplemental indenture under which the Securities of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, such series are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasanceissued.

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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 404 8.4 in respect of the Defeased Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Defeased Notes and this Indenture, to the payment, either directly or through any Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Securities Defeased Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 SecuritiesNotes. Until principal, interest and all amounts payable in respect of the Defeased Notes have been paid in full or defeased pursuant to this Article 8, all amounts payable by the Issuer in respect of its indemnification obligations pursuant to this paragraph shall be payable solely from funds not held pursuant to this Article 8. Anything in this Article Four 8 to the contrary notwithstanding, the Trustee shall promptly deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 8.4 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 Securities to Be be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 10038.06, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 in respect of the Defeased outstanding Securities 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 (excluding including the Company or any of its Affiliates a Guarantor, if any, acting as 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, 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.04 or the principal and interest received in respect thereof 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 outstanding Securities. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 1304 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 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 Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 14.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 14.04 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company and the Subsidiary Guarantors (on a joint and several basis) shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which14.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee Trus- tee may determine, to the Holders of such Securities Notes, of all sums due and to become due thereon in respect of principal, premium, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including either or both of the Company or any of its Affiliates Companies acting as 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, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Companies shall jointly and severally 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 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Companies from time to time upon Company Request the request of the Companies any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04 hereof in respect of the Defeased Securities outstanding Convertible Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Convertible Notes and this Indenture, to the payment, either directly or through any such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Securities Convertible Notes, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Convertible Notes. Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants accounts 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Convertible 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 14.04 in respect of the Defeased Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (excluding but not including the Company or any of its Affiliates acting as Paying Agent), its own paying agent) as the Trustee may determine, to the Holders holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money 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 404 14.04 or the principal and interest received in respect thereof 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 Securitiesthereof. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of and any premium and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to Be Held in Trust; Other Miscellaneous Provisions. --------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the "Trustee") pursuant to Section 404 1404 in respect of the Defeased such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities and any related coupons of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1404 or the principal and interest received in respect thereof 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 Securitiessuch Outstanding Securities and any related coupons. Anything in this Article Four Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 404 1404 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.4 hereof in respect of the Defeased Securities 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 Paying Agent (excluding the Company or any of its Affiliates acting as 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, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Trustee shall be under no duty to invest such money or U.S. Government Obligations. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Senior Notes. Anything Subject to Sections 7.1 and 7.2 hereof, anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 9.4 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1406, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 1404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which1404 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10031002, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Indenture Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Indenture Trustee") pursuant to Section 404 1204 in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Indenture Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, 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 Indenture Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Indenture Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as 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, premiumpremium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants selected and paid for by the Company and reasonably satisfactory to the Trustee, 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 defeasance an equivalent 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.6 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 9.5, the "Trustee") pursuant to Section 404 9.4 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 cash or U.S. Government Obligations deposited pursuant to Section 404 9.4 hereof or the principal and interest received in respect thereof 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 Securitiesthereof. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars Provisions All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10032.4, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.5, the "Trustee") pursuant to Section 404 11.4 in respect of the Defeased Securities 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 Paying Agent (excluding including the Company or any of its Affiliates Issuer 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, if any, principal and any premium and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 11.4 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Senior Notes. Anything in this Article Four 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 11.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, Trustee (which may be the opinion delivered under Section 11.4(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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasance.Covenant Defeasance. 89 -82-

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 100310.4, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 13.4 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 13.4 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 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 be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively, for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including 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, principal (and premium, if any, ) and interestinterest (including any Special 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 U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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.

Deposited Money and U.S. Government Obligations or Foreign Government Obligations to Be be Held in In Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations or Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1205 and Section 1206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this 72 80 Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon on such Securities in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 404 which1204 with respect to Securities of any series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company an Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates Trust 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 premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Trust shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Trust from time to time upon Company Trust Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, the lesser of Accreted Value or principal amount at Stated Maturity (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 404 8.04 hereof in respect of the Defeased Securities outstanding 5.625% Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities 5.625% Notes and this Supplemental Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates Issuer acting as Paying Agent), ) as the Trustee may determine, to the Holders of such Securities 5.625% Notes of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding 5.625% Notes. Anything Notwithstanding anything in this Article Four 8 to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the request of the Issuer any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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(1) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent 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 10038.6, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 404 8.4 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as 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, 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 cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10038.07 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.06, the "Trustee") pursuant to Section 404 8.05 hereof in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as Paying Agent), ) as 63 65 the Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principalprincipal of, premium, if any, interest on and interestLiquidated Damages, if any, with respect to such 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 U.S. cash or Government Obligations Notes deposited pursuant to Section 404 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations Notes held by it as provided in Section 404 8.05 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.05(1) hereof), are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent 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 10038.06, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 404 8.04 in respect of the Defeased Securities shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates acting as 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, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.04 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything Notwithstanding anything in this Article Four 8 to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon the request of the Company Request any United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 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 that would then be required to be deposited to effect defeasance an equivalent 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 10038.6, all United States dollars U.S. dollar and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section 8.5, the “Deposit Trustee”) pursuant to Section 404 8.4 or Section 8.8 in respect of the Defeased Securities outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates Subsidiary acting as Paying Agent), ) as the Deposit Trustee may determine, to the Holders of such Securities Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.4 or Section 8.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request and be relieved of all liability with respect to any United States U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 404 8.4 or Section 8.8 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeDeposit Trustee (which may be the opinion delivered under Section 8.4(1)), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance or satisfaction and discharge, as the case may be.

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 1003, all United States dollars . (a) All money and U.S. Government --------------------------------------- Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, if any, principal and interestany premium and interest and Liquidated Damages, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article X hereof. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. outstanding Notes. (b) Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt of a Company Request Order any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Legal 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 Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Collateral Trustee pursuant to Section 404 5.9(d) in respect of the Defeased Securities Notes shall be held in trust and applied by the Collateral Trustee, in accordance with the provisions of such Securities the Notes and this IndentureAgreement, to the payment, either directly or through any Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), such agent as the Collateral Trustee may determine, to the Holders of Banks holding such Securities Notes, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Borrower shall pay and indemnify the Collateral Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 5.9(d) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four Section 5.9 to the contrary notwithstanding, the Collateral Trustee shall deliver or pay to the Company Borrower from time to time upon Company Request Borrower's request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 5.9(d) with respect to the Notes which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Collateral Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Notes. Any money deposited with the Administrative Agent, in trust for the payment of the principal of or any premium or interest on the Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable may be paid to the Borrower on Borrower's request, or (if then held by the Borrower) shall be discharged from such trust; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to the Borrower for payment thereof, and all liability of the Collateral Trustee with respect to such trust money, and all liability of the Borrower as trustee thereof, shall thereupon cease; provided, however, that the Collateral Trustee, before being required to make any such repayment, may at the expense of the Borrower cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Borrower.

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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof 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 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 United States dollars or U.S. Government Obligations held by it as provided in Section 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 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates including an Issuer acting as Paying Agent), 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, premiumpremium 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 cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 SecuritiesOut standing Notes. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 Sec tion 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 cove nant 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 1003, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to 107 Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and 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 U.S. Government Obligations Securities deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.4 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, if any, and accrued interest, but such money need not be segregated from other funds except to the extent required by law. Upon satisfaction by the Company of the conditions to its Legal Defeasance or Covenant Defeasance, the Lien of this Indenture on all the Collateral will terminate and all the Collateral will be released without any further action by the Trustee hereunder or any other person. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 9.4 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 1505, the "Trustee") pursuant to Section 404 1504 in respect of the Defeased 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 (excluding but not including 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money 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 404 1504 or the principal and interest received in respect thereof 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 Securitiesthereof. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 a defeasance and discharge or covenant defeasance, as applicable, in accordance with this Article Fifteen.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6 hereof, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 hereof in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, premiumand Additional Interest, if any, and interestinterest on, but 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four VIII 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this 69 78 Section and Section 1406, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 1404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which1404 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10035.3, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section 17.5, the "Trustee") pursuant to Section 404 17.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, 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 U.S. Government Obligations Securities deposited pursuant to Section 404 17.4 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased SecuritiesNotes. Anything in this Article Four XVII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased any Securities 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 (excluding including the Company or any of its Affiliates Issuer 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 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 1003, all United States dollars All money and U.S. Government --------------------------------------- Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 100310.3, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 4.4 in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 4.4 or the principal and interest received in respect thereof 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 in this Article Four IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in Section 404 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 defeasance or covenant defeasance.. 77

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 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 11.05, the "Trustee") pursuant to Section 404 11.04 in respect of the Defeased Outstanding Securities of either series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or ================================================================================ through any Paying Agent (excluding but not including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of the Securities of such Securities series, of all sums due and to become due thereon in respect of principal, principal and premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 404 11.04 or the principal and interest received in respect thereof 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 Securitiesthereof. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which, 11.04 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 ------------------------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 100310.03, all United States dollars money, U.S. Government Obligations (including the proceeds thereof) and U.S. Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 13.04 in respect of the Defeased any Securities 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 (excluding including 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 404 13.04 or the principal and interest received in respect thereof thereof, 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 Outstanding Securities. Anything 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 United States dollars money, U.S. Government Obligations or U.S. Foreign Government Obligations held by it as provided in Section 404 13.04 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 defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations or Foreign Government Obligations to Be be Held in In Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations or Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1205 and Section 1206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon on such Securities in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Fourteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 404 which1204 with respect to Securities of any series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Provisions Subject to the provisions of the last paragraph of Section 10036.04(e) hereof, all United States dollars money and U.S. Government Obligations (or other property as may be provided pursuant to Section 3.01 hereof) (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 11.05 and Section 11.06 hereof, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 11.04 hereof in respect of the Defeased Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Outstanding Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, principal and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 11.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is imposed, assessed or for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four 11 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 404 which, in the opinion with respect to Outstanding Securities of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, any Defeasible Series that are in excess of the amount thereof which would then be required that was used to be deposited to effect defeasance or covenant defeasancepay the Securities of such series upon Maturity.

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 1003, all United States dollars --------------------------------------- (a) All cash and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04(a) hereof in respect of the Defeased Securities outstanding Notes (and other amounts due pursuant to Section 4.02 hereof) 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 such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Securities the Notes, of all sums due and to become due thereon in respect of principal, premium, if any, principal and interestany premium and interest (and other amounts due pursuant to Section 4.02 hereof), but such money funds so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal principal, and premium (if any) and interest (and other amounts due pursuant to Section 4.02 hereof) received in respect thereof 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. outstanding Notes. (b) Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt from the Company Request of an Order any United States dollars cash or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Legal Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes (and other amounts due pursuant to Section 4.02 hereof).

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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars . (a) All money and U.S. Government --------------------------------------- Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, if any, principal and interestany premium and interest and Additional Interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. outstanding Notes. (b) Anything in this Article Four VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt of a Company Request Order any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Legal Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes.

Deposited Money and U.S. Government Obligations to Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10035.3, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section 17.5, the “Trustee”) pursuant to Section 404 17.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, 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 U.S. Government Obligations Securities deposited pursuant to Section 404 17.4 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased SecuritiesNotes. Anything in this Article Four XVII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6 hereof, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as Paying Agent), other 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, premiumand additional interest, if any, and interestinterest on, but 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including the Company Issuer or any of its Affiliates a Guarantor acting as 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, if any, premium and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes and the related Guarantees. Anything in this Article Four 8 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 1304 in respect of the Defeased any Securities 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 (excluding including 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1304 have been satisfied. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 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 Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively, for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates Issuer 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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.

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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof 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 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 United States dollars or U.S. Government Obligations held by it as provided in Section 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 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.01 or 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.01 or 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent discharge under Section 9.01, 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 10038.06 hereof, all United States dollars money and noncallable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "TRUSTEE") pursuant to Section 404 8.04 hereof in respect of the Defeased outstanding series of Securities 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 (excluding including the Company or any of its Affiliates acting as 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, 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 cash or noncallable U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Securities of that series. Anything in this Article Four 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 United States dollars money or noncallable U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasance.Covenant Defeasance. 88 -80-

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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the "Trustee") pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates Issuers acting as 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 principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 Securitiesthereof. 77 Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, 80 -73- premium, if any, and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.6, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only, the "Trustee") pursuant to Section 404 8.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, premiumand Additional Interest, if any, and interestor interest 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 cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations and Foreign Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money, U.S. Government Obligations and U.S. Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 13.04 in respect of the Defeased any Securities 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 (excluding including 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 404 13.04 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything 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 United States dollars money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 404 13.04 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 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 To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. ---------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10031003 of the Original Indenture, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 905, the “Trustee”) pursuant to Section 404 904 in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this the Indenture, to the payment, either directly or through any Paying Agent (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Eleven. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 904 or the principal and interest received in respect thereof 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 Securitiesthereof. Anything in this Article Four Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 904 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 defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article. This Section 905 shall be applicable with respect to the Securities in lieu of Section 1505 of the Original Indenture (which shall be of no force and effect for the Securities).

Deposited Money and U.S. Government Obligations Securities to Be be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1205, the “Trustee”) pursuant to Section 404 1204 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and 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 U.S. Government Obligations Securities deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof 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 SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 Held in ------------------------------------------------------------ Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 10038.6, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5 only) pursuant to Section 404 8.4 in respect of the Defeased Securities 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 (excluding other than the Company or any of its Affiliates acting as Paying Agent), Company) 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, premiumRedemption Price of, and Liquidated Damages, if any, and interestor interest 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 U.S. Government Obligations Securities deposited pursuant to Section 404 8.4 or the principal and interest received in respect thereof 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 Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as 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, premiumor premium or Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 404 8.04 hereof in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates acting as 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, premiumpremium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 10038.06 hereof, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 404 8.04 hereof in respect of the Defeased Securities outstanding Notes of a series 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 (excluding including the Company Issuer or any of its Affiliates a Guarantor acting as Paying Agent), ) as the Trustee may determine, to the Holders of the Notes of such Securities series of all sums due and to become due thereon in respect of principal, premium, if any, premium and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations Securities deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes of such series and the related Guarantees. Anything in this Article Four 8 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 United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 404 9.04 hereof in respect of the Defeased Securities 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 (excluding the Company or any of its Affiliates acting as 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, 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 U.S. Government Obligations deposited pursuant to Section 404 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securitiesoutstanding Notes. Anything in this Article Four 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance an equivalent 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 404 1304 in respect of the Defeased any Securities 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 (excluding including 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, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything 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 United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 404 1304 in respect of the Defeased Securities 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 (excluding including the Company or any of its Affiliates Issuer 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, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 Held in Trust; Other Miscellaneous Provisions. -------------------------------------------------- Subject to the provisions of the last paragraph of Section 100310.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively for purposes of this Section 12.5, the "Trustee") pursuant to Section 404 12.4 hereof in respect of the Defeased Outstanding Securities 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 (excluding including the Company or any of its Affiliates acting as its own Paying Agent), ) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.4 hereof or the principal and interest received in respect thereof 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 Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.