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. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) as the Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal 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 14.04 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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. All Subject to Section 8.6 hereof, 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 14.04 8.4 hereof in respect of the Outstanding Securities of such series shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuers acting as its own paying agentPaying 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 and any premium 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 money cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein Notwithstanding anything in this Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 14.04 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305 and Section 1306, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 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, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal (and any premium and Liquidated Damages, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) such 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 and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes. 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 shall not be or such -------- Paying Agent before being required to liquidate make any U.S. Government Obligations payment may cause to be published at the expense of the Company once in order a newspaper of general circulation in the City of New York or mail to comply with each Holder entitled to such money at such Holder's address (as set forth in the provisions 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 this paragraph. Anything herein such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the contrary notwithstanding, if and Company. After payment to the extent Company, Holders entitled to such money must look to the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee in accordance and such Paying Agent 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 respect to pay principal of and any premium and interest on the Securities of such series money 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 reinstatedcease.

Deposited Money and U.S. Government Obligations to be To Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 9.04 hereof in respect of the Outstanding outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) Paying Agent as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Held in Trust; Other Miscellaneous Provisions. All ---------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1105, the "Trustee") pursuant to Section 14.04 1104 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of 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 14.04 1104 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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, provided that the Trustee shall not be required defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1205, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. 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 14.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 whichwith 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All money --------------------------------------------- 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 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own paying agent) 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 and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for the purposes of this Section and Section 1406, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1404 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company or the Guarantor acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company or the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404, or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1404 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Held in ---------------------------------------------------------- In Trust; , Other Miscellaneous Provisions. All ---------------------------------------- Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 15.05 and Section 15.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 15.04 in respect of the Outstanding Securities of such series any Defeasible Series and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and the related coupons, if any, of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 15.04(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 15.04(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms of any Security in respect of which the deposit pursuant to Section 15.04(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 15.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which15.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held in In Trust; , Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 15.05 and Section 15.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 15.04 in respect of the Outstanding Securities of such series any Defeasible Series and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and the related coupons, if any, of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 15.04(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 15.04(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms of any Security in respect of which the deposit pursuant to Section 15.04(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 15.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which15.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All money ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interestinterest and Additional Amounts, but such money 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 Money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Money or U.S. Government Obligations (or the proceeds thereof) either (ia) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (iib) are for any reason insufficient in amount, then the Company’s 's obligations to pay principal of (and any premium premium, if any) and interest on and Additional Amounts with respect to 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 casecase specified in clause (a) of this paragraph, the Company’s 's interest in the deposited money Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s 's payment obligations are reinstated.. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 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 14.04 8.4 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Defeased Notes and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) Paying Agent, as the Trustee may determine, to the holders Holders of such Securities Defeased Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. 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 herein in this Article 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 money or U.S. Government Obligations held by it as provided in Section 14.04 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the 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. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 which 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, 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 1105, the "Trustee") pursuant to Section 14.04 1104 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of 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 14.04 1104 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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, 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 Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 with respect to any Securities 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 an amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All money --------------------------------------------- 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 or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the "TRUSTEE") pursuant to Section 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be -------------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All money --------------------------------------------- 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 or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the "Trustee") pursuant to Section 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be ------------------------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1205, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the --------------------------------------------- last paragraph of Section 403, all money and U.S. Government Obligations ----------- (including the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as successor trustee under Article 7, --------- collectively and solely for purposes of this Section 1205, Section 1412 and ------------ ------------ Section 1512, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if 110 any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1204 ------------ hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Defeasance or covenant defeasanceCovenant Defeasance. Subject to Article 7, provided that --------- the Trustee shall not be required incur any liability 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 Person 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 relying 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 reinstatedopinion.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All money --------------------------------------------- Subject to the provisions of the last paragraph of Section 1018 hereof, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee-- collectively for purposes of this Section 405, the "Trustee") pursuant to Section 14.04 404 hereof in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 404 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 or Foreign Government Obligations to be Held in In Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all 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 14.04 1204 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon on such Securities in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money 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 money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 14.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Held ----------------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All ------------------------------------ Subject to the provisions of the last paragraph of Section 1003, 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 1205 and Section 1206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuer or the Guarantor acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of 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 and the Guarantor, jointly and severally, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. The preceding sentence shall survive the termination of this Indenture, and the earlier removal or resignation of the Trustee. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request and be relieved of all liability with respect to any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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.-97-

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All money ------------------------------------- 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 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own paying agent) 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 and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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; Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) as the Trustee may determine, to the holders of such Securities of all sums due and to become due thereon in respect of principal 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 14.04 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 '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 's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s 's payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuer acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Trust acting as its own paying agentPaying 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 (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Trust shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Trust from time to time upon Company Trust Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Be Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the "Trustee") pursuant to Section 14.04 1404 in respect of the such Outstanding Securities of such series 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 Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities and any related coupons of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any related coupons. Anything herein in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 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, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 9.4 hereof in respect of the Outstanding Securities of such series outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Senior Notes and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) Paying Agent as the Trustee may determine, to the holders Holders of such Securities Senior Notes, of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior Notes. Anything herein Subject to Sections 7.1 and 7.2 hereof, anything in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.4 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All money ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interestinterest and Additional Amounts, but such money 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 Money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Money or U.S. Government Obligations (or the proceeds thereof) either (ia) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (iib) are for any reason insufficient in amount, then the Company’s 's obligations to pay principal of (and any premium premium, if any) and interest on and Additional Amounts with respect to 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 casecase specified in clause (a) of this paragraph, the Company’s 's interest in the deposited money Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s 's payment obligations are reinstated.. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All money --------------------------------------------- Subject to the provisions of the last paragraph of Section 1018 hereof, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee-- collectively for purposes of this Section 405, the "Trustee") pursuant to Section 14.04 404 hereof in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 404 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, provided that . Section 406. Reinstatement. ------------- If the Trustee shall not be required or Paying Agent is unable to liquidate apply any United States dollars or U.S. Government Obligations in accordance with Section 402 or 403 hereof, as the case may be, by reason of any order to comply with or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's and each Guarantor's obligations under this Indenture and the Securities (including, without limitation, the provisions of this paragraph. Anything herein Article Thirteen hereof) shall be revived and reinstated as though no deposit had occurred pursuant to Section 402 or 403 hereof, as the contrary notwithstandingcase may be, if and until such time as the Trustee or Paying Agent is permitted to the extent the deposited money apply all such United States dollars or U.S. Government Obligations (in accordance with Section 402 or 403 hereof, as the proceeds thereof) either (i) cannot case may be; provided, however, that if the Company makes any -------- ------- payment to the Trustee or Paying Agent of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay any such amount to the Holders of the Securities and the Company shall be applied subrogated to the rights of the Holders of such Securities to receive such payment from the money held 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 reinstatedPaying Agent.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 14.04 1304 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations (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 money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 11.05, the "Trustee") pursuant to Section 14.04 11.04 in respect of the Outstanding Securities of such 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 Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of the Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 11.04 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, 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, 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. All Subject to the provisions of the last paragraph of Section 1003, 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 1406, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1404 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be To Be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last ---------------------------------------- paragraph of Section 403, all money and U.S. Government Obligations (including ----------- the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as successor trustee under Article 7, collectively and --------- solely for purposes of this Section 1205, Section 1412 and Section 1512, the ------------ ------------ ------------ "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be ------------ held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1204 ------------ hereof 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 an equivalent defeasance Defeasance or covenant defeasanceCovenant Defeasance. Subject to Article 7, provided that --------- the Trustee shall not be required incur any liability 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 Person 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 relying 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 reinstatedopinion.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1002, all 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 14.04 1204 in respect of the Outstanding Securities of such series 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 Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Indenture Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of 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 Indenture Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Indenture Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the 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, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 14.04 which1304 with respect to any Securities 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 an amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money Subject to the provisions of the last paragraph of Section 10.03, all 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 14.04 13.04 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 14.04 13.04 or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money money, U.S. Government Obligations or U.S. Foreign Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money, U.S. Government Obligations and Foreign Government Obligations 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 money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 with respect to any Securities 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 an amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Collateral Trustee pursuant to Section 14.04 5.9(d) in respect of the Outstanding Securities of such series 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 such agent (but not including the Company acting as its own paying 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 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 5.9(d) or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the holders of outstanding Notes. Anything herein in this 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 money or U.S. Government Obligations held by it as provided in Section 14.04 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 the Defeasance or Covenant 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 equivalent defeasance or covenant defeasanceunsecured general creditor, provided 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 Trustee 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 required to liquidate less than 30 days from the date of such publication, any U.S. Government Obligations in order to comply with the provisions unclaimed balance of this paragraph. Anything herein such money then remaining will be repaid 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 reinstatedBorrower.

Deposited Money and U.S. Government Obligations to be -------------------------------------------------- Be Held in Trust; Other Miscellaneous Provisions. All -------------------------------------------------- Subject to the provisions of the last paragraph of Section 10.3 hereof, 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 12.5, the "Trustee") pursuant to Section 14.04 12.4 hereof in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 12.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 12.4 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, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. All Subject to Section 8.06 hereof, all 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 14.04 8.04 hereof in respect of the Outstanding Securities outstanding Notes of such 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 Paying Agent (but not including the Company Issuer or a Guarantor acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of the Notes of such Securities series of all sums due and to become due thereon in respect of principal and any principal, 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 money cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of such series and the related Guarantees. Anything herein in this Article 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 money or U.S. Government Obligations Securities held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations and Foreign Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money Subject to the provisions of the last paragraph of Section 10.03, all 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 14.04 13.04 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 13.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations Securities to be Held in Trust; Other Miscellaneous Provisions. All Subject to Section 8.06 hereof, all 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 14.04 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuer or a Guarantor acting as its own paying agentPaying 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 and any principal, 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 money cash or U.S. Government Obligations Securities deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes and the related Guarantees. Anything herein in this Article 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 money or U.S. Government Obligations Securities held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, 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 1205, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Fourteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request and be relieved of all liability with respect to any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof opinion with respect thereto 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 Be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All ---------------------------------------- Subject to the provisions of the last paragraph of Section 10.3 hereof, 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 12.5, the "Trustee") pursuant to Section 14.04 12.4 hereof in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 12.4 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 12.4 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, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Be Held in Trust; Other Miscellaneous ---------------------------------------- Provisions. All ---------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such this series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of this series and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of this series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of this series. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 reinstatedDefeasance.

Deposited Money and U.S. Government Obligations to be Held ----------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 8.04 hereof in respect of the Outstanding Securities of such series 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 paying agent (but not including the Company acting as its own paying agent) such Paying Agent as the Trustee may determine, to the holders Holders of such Securities Convertible Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Convertible Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants 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 an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply case may be, with the provisions of this paragraph. Anything herein respect 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 reinstatedoutstanding Convertible Notes.

Deposited Money and U.S. Government ----------------------------------- Obligations to be Held in Trust; ------------------------------- Other Miscellaneous Provisions. All ------------------------------ Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Out standing Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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, 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 To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All ---------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations or Foreign Government Obligations to be Held in In Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all 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 14.04 1204 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this 72 80 Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon on such Securities in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 14.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all 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 14.04 1404 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the proviso of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 4.05, the "Trustee") pursuant to Section 14.04 4.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including other than the Company acting as its own paying agentCompany) as the Trustee may determinedeter- mine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 4.04 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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. All money and U.S. Government --------------------------------------- Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) such 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 and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, as the case may be, with respect to the outstanding Notes. 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 shall not be or such -------- Paying Agent before being required to liquidate make any U.S. Government Obligations payment may cause to be published at the expense of the Company once in order a newspaper of general circulation in the City of New York or mail to comply with each Holder entitled to such money at such Holder's address (as set forth in the provisions 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 this paragraph. Anything herein such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the contrary notwithstanding, if and Company. After payment to the extent Company, Holders entitled to such money must look to the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee in accordance and such Paying Agent 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 respect to pay principal of and any premium and interest on the Securities of such series money 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 reinstatedcease.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------------- Subject to the provisions of the last paragraph of Section 10.3, 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 13.5, the "Trustee") pursuant to Section 14.04 13.4 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuer acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 13.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All money ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "TRUSTEE") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interestinterest and Additional Amounts, but such money 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 Money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Money or U.S. Government Obligations (or the proceeds thereof) either (ia) cannot be applied by the Trustee in accordance with this Section because of a court order or by operation of Article 16 or (iib) are for any reason insufficient in amount, then the Company’s 's obligations to pay principal of (and any premium premium, if any) and interest on and Additional Amounts with respect to 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 casecase specified in clause (a) of this paragraph, the Company’s 's interest in the deposited money Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s 's payment obligations are reinstated.. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1205, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company Issuer acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Securities To Be ---------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All Subject to Section 8.06 hereof, ---------------------------------------------- all money and U.S. non-callable 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 14.04 8.04 hereof in respect of the Outstanding then outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company or any Subsidiary acting as its own paying agentPaying 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 of, premium, if any, and any premium interest and interestLiquidated Damages, if any, on such Securities but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money cash or U.S. non-callable Government Obligations Securities deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. Anything herein in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request at the Company's written request and be relieved of all liability with respect to any money or U.S. non- callable Government Obligations Securities held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Legal Defeasance or covenant 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All money ---------------------------------------- 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 or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the "Trustee") pursuant to Section 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be Held in Trust; Other Miscellaneous Provisions. All ---------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trusteecollectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such this series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of this series and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of this series, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of this series. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 reinstatedDefeasance.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All -------------------------------------- Subject to the provisions of the last paragraph of Section 9.03, all money and U.S. Government Obligations obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee -- collectively, for purposes of this Section 13.05, the "Trustee") pursuant to Section 14.04 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, including 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 its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. The indemnity of this Section 13.05 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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. All -------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1505, the "Trustee") pursuant to Section 14.04 1504 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1504 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, 1504 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent a defeasance and discharge 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 notwithstandingas applicable, 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 reinstatedFifteen.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other , Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (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 14.04 13.04 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.04 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003 of the Original Indenture, 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 905, the “Trustee”) pursuant to Section 14.04 904 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this the Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 904 or the principal and interest received in respect thereof. Anything herein in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 904 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 an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. Anything herein to the contrary notwithstandingas applicable, 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 Article. 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 905 shall be applicable with respect to pay principal of and any premium and interest on the Securities in lieu of such series Section 1505 of the Original Indenture (which shall be reinstated to of no force and effect for 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 reinstatedSecurities).

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 11.05, the "Trustee") pursuant to Section 14.04 11.04 in respect of the Outstanding Securities of such 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 Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of the Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 11.04 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, 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, 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 Be Held in Trust; Other Miscellaneous Provisions. All money .. ----------------------------------------------------- Subject to the provisions of the last paragraph of Section 10.3, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 4.4 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own paying agent) 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 and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 4.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything herein in this Article IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 4.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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.77

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the --------------------------------------------- last paragraph of Section 403, all money and U.S. Government Obligations ----------- (including the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as successor trustee under Article 7, --------- collectively and solely for purposes of this Section 1205, Section 1412 and ------------ ------------ Section 1512, the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such series Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company either Issuer acting as its own paying agentPaying 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 and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1204 ------------ hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance Defeasance or covenant defeasanceCovenant Defeasance. Subject to Article 7, provided that --------- the Trustee shall not be required incur any liability 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 Person 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 relying 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 reinstatedopinion.

Deposited Money and U.S. Government ----------------------------------- Obligations to be Be Held in Trust; Other -------------------------------------- Miscellaneous Provisions. All money ------------------------ 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 14.04 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own paying agent) 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 and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 404 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of the Defeased Securities. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 14.04 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 Be Held in Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.5 and Section 13.6, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 14.04 13.4 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. Anything herein in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered 13.4 with respect to the Trustee, any Securities which are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 14.04 9.4 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent (but not including the Company acting as its own paying agent) 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 principal, premium, if any, and any premium 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 money or U.S. Government Obligations deposited pursuant to Section 14.04 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 9.4 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance Legal 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in Trust; Other Miscellaneous Provisions. All money Subject to Section 8.6, all 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 14.04 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any paying agent Paying Agent (but not including the Company or any Subsidiary acting as its own paying agentPaying Agent) as the Deposit Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, if any, but such money 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 money cash or non-callable U.S. Government Obligations deposited pursuant to Section 14.04 8.4 or Section 8.8 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the 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 money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance Legal Defeasance or covenant defeasanceCovenant Defeasance or satisfaction and discharge, provided that as the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraphcase may be. 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 reinstatedSECTION 8.6.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1405, the "Trustee") pursuant to Section 14.04 1404 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1404 or the principal and interest received in respect thereof. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 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, 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 's obligations to pay principal of (and any premium premium, if any) and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such casecase specified in clause (i), the Company’s 's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s 's payment obligations are reinstated. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Deposited Money and U.S. Government Obligations to be -------------------------------------------------- Be Held in Trust; Other Miscellaneous Provisions. All ------------------------------------------------- Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.5 and Section 13.6, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust shall not be subject to the provisions of Article Fourteen or Fifteen. The Company and the Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 13.4 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 13.4 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, 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 Securities to be Be ---------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations Securities deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All -------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 14.04 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal (and (premium, if any) and any premium interest (and interestLiquidated Damages, if any), but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations Securities deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations Securities held by it as provided in Section 14.04 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent 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 Be ----------------------------------------------------- Held in Trust; Other Miscellaneous Provisions. All ---------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance the Defeasance or covenant defeasanceCovenant Defeasance, provided that as the Trustee shall not be required case may be, with respect 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 reinstatedSecurities.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in Trust; Other Miscellaneous ProvisionsEtc. All ------------------- Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as successor trustee under Article Six, collectively for purposes of this Section 4.04, the "Trustee") pursuant to Section 14.04 4.03 in respect of the Outstanding Securities of such series Company's election under either Section 4.01 or 4.02, 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 Paying Agent (but not including other than the Company acting as its own paying agentor any Affiliate of the Company) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 4.03 or the principal principal, premium, if any, and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Notes. Anything herein in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 4.03 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance 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 Be Held in Trust; Other Miscellaneous Provisions. All Subject to Section 8.06 hereof, 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 8.05, the "Trustee") pursuant to Section 14.04 8.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this IndentureAgreement, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of principal principal, premium and any premium 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 money cash or U.S. Government Obligations deposited pursuant to Section 14.04 8.04 hereof or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything herein in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants 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 an equivalent defeasance Legal 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 reinstatedCovenant Defeasance.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Be Held in Trust; Other Miscellaneous Provisions. All --------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, 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 1305, the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any paying agent Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of such Securities Notes of all sums due and to become due thereon in respect of the lesser of Accreted Value or principal amount at Stated Maturity (and any premium premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Notes. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 that, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, 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 notwithstandingas applicable, 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 reinstatedArticle.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1304 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 14.04 1304 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 14.04 which1304 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 reinstatedseries.

Deposited Money and U.S. Government Obligations or Foreign Government Obligations to be Held in In Trust; Other Miscellaneous Provisions. All Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations or Foreign Government Obligations (including 84 94 the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 14.04 1204 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any paying agent such Paying Agent (but not including the Company or the Guarantor acting as its own paying agentPaying Agent) as the Trustee may determine, to the holders Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Fourteen or of Article Sixteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money U.S. Government Obligations or U.S. Foreign Government Obligations deposited pursuant to Section 14.04 1204 or the principal and interest received in respect thereofthereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. Anything herein in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor, as the case may be, from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 14.04 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 an equivalent defeasance Defeasance or covenant defeasance, provided that the Trustee shall not be required Covenant Defeasance with respect 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 and 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 reinstatedGuarantees endorsed thereon.