Common use of Deposited Money and U.S Clause in Contracts

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 1304 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal (and any premium and Liquidated Damages, 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 U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Outstanding Notes. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities of such series. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

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 8.04 9.04 hereof in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium and accrued interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 9.04 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities. Anything in this Article VIII 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 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 that which would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, 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 money so held in trust 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 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money Money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. Anything herein to the Defeasance contrary notwithstanding, if and to the extent the deposited Money or Covenant DefeasanceU.S. Government Obligations (or the proceeds thereof) either (a) cannot be applied by the Trustee in accordance with this Section because of a court order or (b) are for any reason insufficient in amount, as then the case may beCompany's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the outstanding Notes. The Trustee and the Paying Agent Securities of such series shall pay be reinstated to the Company upon written request extent necessary to cover the deficiency on any money held by them due date for payment. In any case specified in clause (a) of this paragraph, the payment of principal, premium, if any, or Company's interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address deposited Money and U.S. Government Obligations (as set forth in the Note Registerand proceeds thereof) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid reinstated to the Company. After payment to extent the Company, Holders entitled to such money must look to the Company for 's payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.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 ---------------------------------------------------- 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 8.04 hereof 1104 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, covenant defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 4.04 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 1205, the "Trustee") pursuant to Section 8.04 hereof 1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 14.04 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company and the Subsidiary Guarantors (on a joint and several basis) shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof which14.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in Trust; 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 8.04 hereof 1404 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1404, or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

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 8.04 hereof 15.04 in respect of the outstanding Notes Securities of 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 Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 15.04 in respect of the outstanding Notes Securities of 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 Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 1304 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Notes, 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 8.4 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Defeased Notes and this Indenture, to the payment, either directly or through any such Paying Agent Agent, as the Trustee may determine, to the Holders of such Notes, 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 8.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding 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 in this Article VIII 8 to the contrary notwithstanding, the Trustee shall promptly deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 8.04 hereof 1304 in respect of the outstanding Notes Securities of this series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities of this series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities of this series. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the an equivalent Defeasance or Covenant covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- ----------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Convertible Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Convertible Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Convertible Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Convertible Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Convertible Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 1204 in respect of the outstanding Defeased Notes shall be ------------ held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 1204 ------------ hereof whichthat, 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that --------- the Trustee or shall not incur any liability to any Person by relying on such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseopinion.

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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 1204 in respect of the outstanding Notes Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon on such Securities in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Fourteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and U.S. Government --------------------------------------- Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 9.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium and accrued interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Upon satisfaction by the Company of the conditions to its Legal Defeasance or Covenant Defeasance, the Lien of this Indenture on all the Collateral will terminate and all the Collateral will be released without any further action by the Trustee hereunder or any other person. The Company and the Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 9.4 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 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 that which would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. 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 8.04 hereof 1404 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; 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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; 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 8.04 hereof 4.03 in respect of the outstanding Notes 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 Notes and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Company or any Affiliate of the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 4.03 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 SECTION 8.4 hereof in respect of the outstanding First Lien Notes shall of a series will be held in trust and applied by the Trustee, in accordance with the provisions of such First Lien Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, First Lien Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 SECTION 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesFirst Lien Notes of the applicable series. Anything Notwithstanding anything in this Article ARTICLE VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuer from time to time upon Company Order the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 SECTION 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 1204 in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 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 8.04 hereof 11.04 in respect of the outstanding Notes Outstanding Securities of either series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or ================================================================================ through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Notesseries, 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 8.04 hereof 11.04 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 Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 10.3, all United States dollars and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof 4.4 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Notes, 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 4.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notescovenant defeasance. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.77

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 8.04 404 hereof in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 404 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 that which would then be required to be deposited to effect defeasance or covenant defeasance. Section 406. Reinstatement. ------------- If the Defeasance Trustee or Covenant DefeasancePaying Agent is unable to 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 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 Article Thirteen hereof) shall be revived and reinstated as though no deposit had occurred pursuant to Section 402 or 403 hereof, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such United States dollars or U.S. Government Obligations in accordance with respect Section 402 or 403 hereof, as the case may be; provided, however, that if the Company makes any -------- ------- payment to the outstanding Notes. The Trustee and the or Paying Agent shall pay to the Company upon written request any money held by them for the payment of principalprincipal of, premium, if any, or interest that remains unclaimed for two years; provided that on any Security following the reinstatement of its obligations, the Trustee or such -------- Paying Agent before being required shall promptly pay any such amount to make any payment may cause to be published at the expense Holders of the Securities and the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days subrogated to the rights of the Holders of such Securities to receive such payment from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of held by the Trustee and such or Paying Agent with respect to such money shall ceaseAgent.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in Trust; 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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1304 have been satisfied. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

Deposited Money and U.S. Government Obligations to be Securities To Be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All Subject to the proviso of the last paragraph of Section 5.3, 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 17.5, the "Trustee") pursuant to Section 8.04 hereof 17.4 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee Trustee, its officers, directors and agents and hold such harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof 17.4 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII XVII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof 17.4 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, 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 money so held in trust 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 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money Money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. Anything herein to the Defeasance contrary notwithstanding, if and to the extent the deposited Money or Covenant DefeasanceU.S. Government Obligations (or the proceeds thereof) either (a) cannot be applied by the Trustee in accordance with this Section because of a court order or (b) are for any reason insufficient in amount, as then the case may beCompany's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the outstanding Notes. The Trustee and the Paying Agent Securities of such series shall pay be reinstated to the Company upon written request extent necessary to cover the deficiency on any money held by them due date for payment. In any case specified in clause (a) of this paragraph, the payment of principal, premium, if any, or Company's interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address deposited Money and U.S. Government Obligations (as set forth in the Note Registerand proceeds thereof) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid reinstated to the Company. After payment to extent the Company, Holders entitled to such money must look to the Company for 's payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.obligations are reinstated. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

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 8.04 hereof 1204 in respect of the outstanding Notes Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 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 U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII 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 Order Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee Securities of such series and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseGuarantees endorsed thereon.

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 8.04 hereof 1504 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 8.04 hereof 1504 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance a defeasance and discharge or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article Fifteen.

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 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this IndentureAgreement, to the payment, either directly or through any such Paying Agent (including either or both of the Companies acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Companies shall jointly and severally pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Companies from time to time upon Company Order the request of the Companies any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Indenture Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Indenture Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Notes, 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 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 Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. . (a) All money and U.S. Government --------------------------------------- Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal and any premium and interestinterest and Additional Interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. . (b) Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt of a Company Order any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 8.4 or Section 8.8 in respect of the outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Notes and this Indenture, Indenture to the payment, either directly or through any such Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Deposit Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, if any, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof 8.4 or Section 8.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything 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 Order and be relieved of all liability with respect to any money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. All Subject to Section 8.07 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 8.06, the "Trustee") pursuant to Section 8.04 8.05 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as Paying Agent) as 63 65 the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal of, premium, if any, interest on and any premium and interestLiquidated Damages, if any, with respect to such Notes, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. cash or Government Obligations Notes deposited pursuant to Section 8.04 8.05 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything 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 Order any money or U.S. Government Obligations Notes held by it as provided in Section 8.04 8.05 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.05(1) hereof), are in excess of the amount thereof that which would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be 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 8.04 hereof 1404 in respect of the outstanding Notes such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and any related coupons and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notessuch Outstanding Securities and any related coupons. Anything in this Article VIII Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, 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 money so held in trust 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 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money Money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. Anything herein to the Defeasance contrary notwithstanding, if and to the extent the deposited Money or Covenant DefeasanceU.S. Government Obligations (or the proceeds thereof) either (a) cannot be applied by the Trustee in accordance with this Section because of a court order or (b) are for any reason insufficient in amount, as then the case may beCompany's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the outstanding Notes. The Trustee and the Paying Agent Securities of such series shall pay be reinstated to the Company upon written request extent necessary to cover the deficiency on any money held by them due date for payment. In any case specified in clause (a) of this paragraph, the payment of principal, premium, if any, or Company's interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address deposited Money and U.S. Government Obligations (as set forth in the Note Registerand proceeds thereof) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid reinstated to the Company. After payment to extent the Company, Holders entitled to such money must look to the Company for 's payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.obligations are reinstated. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

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 8.04 hereof 4.04 in respect of the outstanding Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Company) as the Trustee may determinedeter- mine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 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 8.04 hereof 13.4 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 1204 in respect of the outstanding Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if 110 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 and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 1204 ------------ hereof whichthat, 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that --------- the Trustee or shall not incur any liability to any Person by relying on such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseopinion.

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 8.04 hereof in respect of the then outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal of, premium, if any, and any premium interest and interestLiquidated Damages, if any, on such Securities but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. cash or non-callable Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesSecurities. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order 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 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 12.4 hereof in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 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 that which would then be required to be deposited to effect the Defeasance an equivalent legal defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

Deposited Money and U.S. Government Obligations Securities to be Be Held ---------------------------------------------------------- in ------------------------------------------------------------ Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to Section 8.6, 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 8.5 only) pursuant to Section 8.04 hereof 8.4 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Company) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal principal, Redemption Price of, and any premium and interestLiquidated Damages, if any, or interest on, the Notes, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof 8.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything 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 Order any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof 8.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.4), are in excess of the amount thereof that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- ----------------------------------------------------------------- in Trust; 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 8.04 hereof 1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium 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 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. The preceding sentence shall survive the termination of this Indenture, and the earlier removal or resignation of the Trustee. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order 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 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notescovenant defeasance. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.-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 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 8.04 404 hereof in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 404 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 8.04 hereof 1304 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of the lesser of Accreted Value or principal amount at Stated Maturity (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 U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding the Outstanding Notes. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1304 in respect of the outstanding Notes Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

Deposited Money and U.S. Government Obligations to 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 8.04 hereof in respect of the outstanding 5.625% Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such 5.625% Notes and this Supplemental Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, 5.625% 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding 5.625% Notes. Anything Notwithstanding anything in this Article VIII 8 to the contrary notwithstandingcontrary, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. 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 8.04 hereof 1404 in respect of the outstanding Notes Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 13.4 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. . (a) All money and U.S. Government --------------------------------------- Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal and any premium and interestinterest and Liquidated Damages, but money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article X hereof. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. . (b) Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt of a Company Order any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. 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 8.04 hereof 1304 in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Trust acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Trust shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Trust from time to time upon Company Order Trust Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1204 in respect of the outstanding Notes Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this 72 80 Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Notesseries, of all sums due and to become due thereon on such Securities in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations or Foreign Government Obligations held by it the Trustee as provided in Section 8.04 hereof 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, Defeasance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date Securities of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseseries.

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 8.04 hereof 1204 in respect of the outstanding Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge which that by law is for the account of the Holders of outstanding the Defeased Notes. Anything in this Article VIII 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 1204 ------------ hereof whichthat, 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 that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that --------- the Trustee or shall not incur any liability to any Person by relying on such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseopinion.

Deposited Money and U.S. Government Obligations to be To Be Held ---------------------------------------------------------- in Trust; Other Miscellaneous Provisions. . (a) All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to clause (a) of Section 8.04 9.02 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determineAgent, to the Holders of such 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 so held in trust need not be segregated from other funds except to the extent required by law. . (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to clause (a) of Section 8.04 9.02 hereof or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. ; it being understood that the Trustee shall bear no responsibility for any such tax, fee or other charge which by law is payable by or on behalf of the Holders. (c) Anything in this Article VIII 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a request of the Company Order any money or U.S. Government Obligations held by it as provided in clause (a) of Section 8.04 9.02 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee in form and substance reasonably satisfactory to the Trustee, are in excess of the amount thereof that which would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. --------------------------------------- (a) All money cash and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 8.04(a) hereof in respect of the outstanding Notes (and other amounts due pursuant to Section 4.02 hereof) shall be held in trust and applied by the Trustee, in accordance with the provisions of such the Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such the Notes, of all sums due and to become due thereon in respect of principal and any premium and interestinterest (and other amounts due pursuant to Section 4.02 hereof), but money funds so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal principal, and premium (if any) and interest (and other amounts due pursuant to Section 4.02 hereof) received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. . (b) Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon receipt from the Company of an Order any money cash or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee Notes (and the Paying Agent shall pay other amounts due pursuant to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSection 4.02 hereof).

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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 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 8.04 12.4 hereof in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 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 that which would then be required to be deposited to effect the Defeasance an equivalent legal defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1304 in respect of the outstanding Notes Securities of this series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities of this series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities of this series. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the an equivalent Defeasance or Covenant covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; 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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

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 8.04 hereof 1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order Issuer Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; 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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and Subject to the provisions of the last paragraph of Section 10.03, all money, U.S. Government Obligations ---------------------------------- (including the proceeds thereof) and 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 8.04 hereof 13.04 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 8.04 hereof 13.04 or the principal and interest received in respect thereof thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money money, U.S. Government Obligations or U.S. Foreign Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

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 8.04 hereof 11.04 in respect of the outstanding Notes Outstanding Securities of either series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Notes series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Notesseries, 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 8.04 hereof 11.04 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 Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 14.04 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent paying agent (but not including the Company acting as its own paying agent) as the Trustee may determine, to the Holders holders of such Notes, Securities of all sums due and to become due thereon in respect of principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 8.04 hereof 14.04 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 Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being shall not be required to make liquidate any payment may cause 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 published at applied by the expense 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 once in a newspaper Company’s obligations to pay principal of general circulation 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 City of New York or mail to each Holder entitled to such deposited money at such Holder's address and U.S. Government Obligations (as set forth in the Note Registerand proceeds thereof) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid reinstated to the Company. After payment to extent the Company, Holders entitled to such money must look to the Company for ’s payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseobligations 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 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 8.04 hereof 13.04 in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, including Special 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 its officers, directors, employees and agents against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 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 Notesthe 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 in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 1304 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

Deposited Money and U.S. Government Obligations to be To Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. All ------------------------------------- Subject to Section 9.6 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 9.5, the "Trustee") pursuant to Section 8.04 9.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal principal, premium, if any, and any premium and interestinterest (including Special Interest, if any), but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 9.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Order any money or U.S. Government Obligations held by it as provided in Section 8.04 9.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 9.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect the an equivalent Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government ----------------------------------- Obligations to be 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 8.04 hereof 404 in respect of the outstanding Notes Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (excluding the Company or any of its Affiliates acting as Paying Agent), as the Trustee may determine, to the Holders of such Notes, 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 so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is imposed, assessed or for the account of the Holders of outstanding Notesthe Defeased Securities. Anything in this Article VIII Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant 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 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 8.04 hereof 13.4 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. 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 U.S. Government Obligations deposited pursuant to Section 8.04 hereof 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities of such series. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

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 8.04 hereof 1204 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

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 8.04 hereof 1204 in respect of the outstanding Notes Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and (premium, if any) and any premium interest (and interestLiquidated Damages, if any), but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthe Outstanding Securities. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecovenant defeasance.

Deposited Money and U.S. Government Obligations and Foreign Government Obligations to be Be Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and Subject to the provisions of the last paragraph of Section 10.03, all money, U.S. Government Obligations ---------------------------------- and 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 8.04 hereof 13.04 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 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 NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

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 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal and any principal, 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 Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesNotes and the related Guarantees. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order the request of the Issuer any money or U.S. Government Obligations Securities held by it as provided in Section 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be 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 8.04 hereof 904 in respect of the outstanding Notes Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this the Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Securities of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Eleven. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 904 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may beapplicable, in accordance with this Article. This Section 905 shall be applicable 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 Securities in lieu of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense Section 1505 of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein Original Indenture (which shall be at least 30 days from of no force and effect for the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities).

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 8.04 hereof 1304 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal (and any premium 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. Money so held in trust shall not be subject to the provisions of Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Out standing Notes. Anything in this Article VIII Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasecove nant 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 1405, the "Trustee") pursuant to Section 8.04 hereof 1404 in respect of the outstanding Notes Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 8.04 hereof 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notesthereof. Anything in this Article VIII herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent defeasance or Covenant Defeasance, as the case may be, with respect covenant defeasance. Anything herein to the outstanding Notes. The Trustee contrary notwithstanding, if and the Paying Agent shall pay to the Company upon written request extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any money held by them for reason insufficient in amount, then the payment Company's obligations to pay principal of principal, (and premium, if any) and interest on the Securities of such series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), or the Company's interest that remains unclaimed for two years; provided that in the Trustee or such -------- Paying Agent before being required deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to make the extent the Company's payment obligations are reinstated. This instrument may be executed in any payment may cause number of counterparts, each of which so executed shall be deemed to be published at an original, but all such counterparts shall together constitute but one and the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasesame instrument.

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 8.04 hereof in respect of the outstanding Notes of a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of the Notes of such Notes, series of all sums due and to become due thereon in respect of principal and any principal, 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 Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding NotesNotes of such series and the related Guarantees. Anything in this Article VIII 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Order the request of the Issuer any money or U.S. Government Obligations Securities held by it as provided in Section 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations Securities to be 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 107 Section 8.04 hereof 1204 in respect of the outstanding Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 8.04 hereof 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Outstanding Notes. Anything in this Article VIII Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations Securities held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance an equivalent legal defeasance or Covenant Defeasancecovenant defeasance, as the case may beapplicable, in accordance with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceasethis Article.

Deposited Money and U.S. Government Obligations to 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 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this the Indenture, to the payment, either directly or through any such Paying Agent paying agent (including an Issuer acting as paying agent) as the Trustee may determine, to the Holders of such Notes, Notes of all sums due and to become due thereon in respect of principal principal, premium on, if any, interest and any premium and interestAdditional Interest, if any, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding the Outstanding Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Order the written request of the Issuers any money or U.S. Government Obligations held by it as provided in Section 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 that would then be required to be deposited to effect the an equivalent Legal Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; 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 8.04 hereof 1304 in respect of the outstanding Notes any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such NotesSecurities, of all sums due and to become due thereon in respect of principal and any premium and interest, but 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 U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.04 hereof 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding NotesOutstanding Securities. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Order Request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding Notes. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years; provided that the Trustee or such -------- Paying Agent before being required to make any payment may cause to be published at the expense of the Company once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) notice that such money remains unclaimed and that after a date specified therein (which shall be at least 30 days from the date of such publication or mailing) any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseSecurities.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in Trust; Miscellaneous Provisions. All money and U.S. Government Obligations ---------------------------------- (including the proceeds thereof) deposited with the Collateral Trustee pursuant to Section 8.04 hereof 5.9(d) in respect of the outstanding Notes shall be held in trust and applied by the Collateral Trustee, in accordance with the provisions of such the Notes and this IndentureAgreement, to the payment, either directly or through any such Paying Agent agent as the Collateral Trustee may determine, to the Holders of Banks holding such Notes, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. The Company Borrower shall pay and indemnify the Collateral Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 hereof 5.9(d) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders holders of outstanding Notes. Anything in this Article VIII Section 5.9 to the contrary notwithstanding, the Collateral Trustee shall deliver or pay to the Company Borrower from time to time upon Company Order Borrower's request any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof 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 that which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to the outstanding such Notes. The Trustee and Any money deposited with the Paying Agent shall pay to the Company upon written request any money held by them Administrative Agent, in trust for the payment of principal, premium, if any, the principal of or any premium or interest that remains on the Note and remaining unclaimed for two yearsyears 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; provided and the holder of such Note shall thereafter, as an unsecured general creditor, look only to the Borrower for payment thereof, and all liability of the Collateral Trustee with respect to such trust money, and all liability of the Borrower as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such -------- Paying Agent Collateral Trustee, before being required to make any payment such repayment, may cause to be published at the expense of the Company once 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 The City of New York or mail to each Holder entitled to such money at such Holder's address (as set forth in the Note Register) York, notice that such money remains unclaimed and that that, after a date specified therein (therein, which shall not be at least less than 30 days from the date of such publication or mailing) publication, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money must look to the Company for payment as general creditors unless an applicable law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall ceaseBorrower.