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

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 1304 in respect of the 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 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 Securities 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 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 an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held in ------------------------------------------------------------- In Trust; , Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 100310.03, 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 130615.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 15.04 in respect of the 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 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 Securities 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. 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 1304 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which 15.04 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 an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- ---------------------------------------------------------- In Trust; , Other Miscellaneous Provisions. ------------------------------------- ---------------------------------------- Subject to the provisions of the last paragraph of Section 100310.03, 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 130615.06, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 15.04 in respect of the 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 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 Securities 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. 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 1304 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Fifteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which 15.04 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 an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money Money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 such Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance covenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited Money or U.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, then the Company's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the Securities of such series.series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (a) of this paragraph, the Company's interest in the deposited Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company's payment obligations are reinstated. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ---------------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trusteecollectively, for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series this series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of this series. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 with respect to the Securities of such seriescovenant Defeasance.

Deposited Money and U.S. Government Obligations to be -------------------------------------------------- Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ------------------------------------------------- Subject to the provisions of the last paragraph of Section 100310.3, 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 130613.6, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.4 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that13.4 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 an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations Securities to be Be ---------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061205, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such 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 Securities deposited pursuant to Section 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations Securities held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that1204 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 defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 1304 in respect of the Securities of any Defeasible Series series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such 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 Securities 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series 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 an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous ---------------------------------------- Provisions. ------------------------------------- ---------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series this series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of this series. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 with respect to the Securities of such seriescovenant Defeasance.

Deposited Money and U.S. Government Obligations or Foreign Government Obligations to be Held in ------------------------------------------------------------- In Trust; Other Miscellaneous Provisions. ------------------------------------- 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 13061206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such 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 such Securities 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. 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 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company or the Guarantor, as the case may be, from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 1304 which 1204 with respect to Securities of any Defeasible Series 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 an equivalent Defeasance or Covenant Defeasance with respect to the Securities of such seriesseries and the Guarantees endorsed thereon.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- -------------------------------------- Subject to the provisions of the last paragraph of Section 10039.03, all money and U.S. Government Obligations obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 130613.05, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. The indemnity of this Section 13.05 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that13.04 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 an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 1304 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 1304 which with respect to any 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 an amount thereof that which would then be required to be deposited to effect an equivalent the Defeasance or Covenant Defeasance Defeasance, as the case may be, with respect to the Securities of such seriesSecurities.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the --------------------------------------------- last paragraph of Section 1003403, all money and U.S. Government Obligations ----------- (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, --------- collectively and solely for purposes of this Section 1205, Section 1412 and ------------ ------------ Section 13061512, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, 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 1304 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding SecuritiesDefeased Notes. Anything in this Article Thirteen 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series 1204 ------------ hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect Defeasance. Subject to Article 7, --------- the Securities of Trustee shall not incur any liability to any Person by relying on such seriesopinion.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the --------------------------------------------- last paragraph of Section 1003403, all money and U.S. Government Obligations ----------- (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, --------- collectively and solely for purposes of this Section 1205, Section 1412 and ------------ ------------ Section 13061512, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Defeased ------------ ------- ------------ Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series 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 Securities of such series, 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 1304 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding SecuritiesDefeased Notes. Anything in this Article Thirteen 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series 1204 ------------ hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect Defeasance. Subject to Article 7, --------- the Securities of Trustee shall not incur any liability to any Person by relying on such seriesopinion.

Deposited Money and U.S. Government Obligations ----------------------------------------------- to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------------- Subject to the provisions of the last paragraph of Section 100310.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 130613.5, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.4 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such seriesSecurities, 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 1304 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 1304 which 13.4 with respect to any Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 10031018 hereof, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee-- collectively for purposes of this Section and Section 1306405, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 hereof in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such series, 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 1304 404 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that404 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 an equivalent Defeasance defeasance or Covenant Defeasance covenant defeasance. Section 406. Reinstatement. ------------- If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with respect 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 Section 402 or 403 hereof, as the case may be; provided, however, that if the Company makes any -------- ------- payment to the Trustee or Paying Agent of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay any such amount to the Holders of the Securities and the Company shall be subrogated to the rights of the Holders of such seriesSecurities to receive such payment from the money held by the Trustee or Paying Agent.

Deposited Money and U.S. Government Obligations to be To Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous ProvisionsEtc. ------------------------------------- ------------------- Subject to the provisions of the last paragraph of Section 100310.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (solely under Article Six, collectively for purposes of this Section and Section 13064.04, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 4.03 in respect of the Securities of any Defeasible Series Company's election under either Section 4.01 or 4.02, shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series Notes and this Indenture, to the payment, either directly or through any such Paying Agent (including other than the Company acting as its own Paying Agentor any Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities of such series, 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 1304 4.03 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesDefeased Notes. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that4.03 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 an equivalent Defeasance defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ---------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money 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 (solely collectively, for purposes of this Section and Section 1306405, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such series, 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 1304 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that404 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively for purposes of this Section and Section 1306405, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such series, 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 1304 404 or the principal and interest received in respect thereof other than 66 any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that404 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 1304 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to any 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 an amount thereof that which would then be required to be deposited to effect an equivalent the Defeasance or Covenant Defeasance Defeasance, as the case may be, with respect to the Securities of such seriesSecurities.

Deposited Money and U.S. Government Obligations to be To Be Held ---------------------------------------------------------- in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last ---------------------------------------- paragraph of Section 1003403, all money and U.S. Government Obligations (including ----------- the proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article 7, collectively and --------- solely for purposes of this Section 1205, Section 1412 and Section 13061512, the Trustee and such other trustee are referred to collectively as the ------------ ------------ ------------ "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series Defeased Notes shall be ------------ held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series 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 Securities of such series, 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 1304 1204 or ------------ the principal principal, premium, if any, and interest received in respect thereof thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding SecuritiesDefeased Notes. Anything in this Article Thirteen 12 to the contrary notwithstanding, the ---------- Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series 1204 ------------ hereof that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance with respect Defeasance. Subject to Article 7, --------- the Securities of Trustee shall not incur any liability to any Person by relying on such seriesopinion.

Deposited Money and U.S. Government Obligations to be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ---------------------------------------------- Subject to the provisions of the last paragraph of Section 100310.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 130613.5, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 13.4 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such seriesSecurities, 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 1304 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen 13 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 1304 which 13.4 with respect to any Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Be ----------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Securities of any Defeasible Series ------- Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series 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 Securities of such series, Notes of all sums due and to become due thereon in respect of principal (and any premium premium, if any) and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding SecuritiesHolders. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance covenant defeasance, as applicable, in accordance with respect to the Securities of such seriesthis Article.

Deposited Money and U.S. Government Obligations to be Held ----------------------------------------------------------------- in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ------------------------------------ Subject to the provisions of the last paragraph of Section 1003, all 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 13061206, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company Issuer or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such seriesSecurities, 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 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. The preceding sentence shall survive the termination of this Indenture, and the earlier removal or resignation of the Trustee. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request and be relieved of all liability with respect to any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that1204 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 defeasance or Covenant Defeasance with respect to the Securities of such series.covenant defeasance. -97-

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- ------------------------------- Subject to the provisions of the last paragraph of Section 1003, all 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 1304 in respect of the any Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to any 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 an amount thereof that which would then be required to be deposited to effect an equivalent the Defeasance or Covenant Defeasance Defeasance, as the case may be, with respect to the Securities of such seriesSecurities.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money Money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "TrusteeTRUSTEE") pursuant to Section 1304 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 such Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance covenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited Money or U.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, then the Company's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the Securities of such series.series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (a) of this paragraph, the Company's interest in the deposited Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company's payment obligations are reinstated. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13061405, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1404 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 such Securities of such seriesSecurities, 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 1304 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that1404 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 defeasance or Covenant Defeasance covenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with respect this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company's obligations to pay principal of (and premium, if any) and interest on the Securities of such seriesseries shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (i), the Company's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company's payment obligations are reinstated. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Deposited Money and U.S. Government Obligations to be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- -------------------------------------- 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 (solely trustee--collectively, for purposes of this Section and Section 13061205, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 1204 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such seriesSecurities, 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 1304 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Thirteen Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations Securities held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that1204 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.

Deposited Money and U.S. Government Obligations to be Securities To Be ---------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 10038.06 hereof, ---------------------------------------------- all money and U.S. non-callable Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13068.05, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 8.04 hereof in respect of the then outstanding Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company or any Subsidiary acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, 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 1304 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding outstanding Securities. Anything in this Article Thirteen 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request at the Company's written request and be relieved of all liability with respect to any money or U.S. non- callable Government Obligations Securities held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that8.04 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 an equivalent Legal Defeasance or Covenant Defeasance with respect to the Securities of such seriesDefeasance.

Deposited Money and U.S. Government Obligations to be Be Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money Money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely - collectively, for purposes of this Section and Section 13061305, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 in respect of the Outstanding Securities of any Defeasible Series such series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 such Securities of such seriesSecurities, 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 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of the Outstanding Securitiesthereof. Anything in this Article Thirteen herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money Money or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series thatwhich, 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 defeasance or Covenant Defeasance covenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited Money or U.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, then the Company's obligations to pay principal of (and premium, if any) and interest on and Additional Amounts with respect to the Securities of such series.series shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any case specified in clause (a) of this paragraph, the Company's interest in the deposited Money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company's payment obligations are reinstated. ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS

Deposited Money and U.S. Government Obligations to be Be -------------------------------------------------------- Held in ------------------------------------------------------------- Trust; Other Miscellaneous Provisions. ------------------------------------- --------------------------------------------- Subject to the provisions of the last paragraph of Section 1003, all money 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 (solely collectively, for purposes of this Section and Section 1306405, the Trustee and such other trustee are referred to collectively as the "Trustee") pursuant to Section 1304 404 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the such Securities of such 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 Securities of such series, 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 1304 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge that which by law is for the account of the Holders of the Outstanding Defeased Securities. Anything in this Article Thirteen Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 1304 which with respect to Securities of any Defeasible Series that404 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 defeasance or Covenant Defeasance with respect to the Securities of such seriescovenant defeasance.