Common use of Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions Clause in Contracts

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6 hereof, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 hereof in respect of the Outstanding Securities of such series shall outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuer will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything Notwithstanding anything in this Indenture Article VIII to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuer from time to time upon Company Request the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying trustee (Person that would qualify to act as successor Trustee under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.614.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and noncallable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 or Section 8.08 hereof in respect of the Outstanding outstanding Securities of such series any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities Series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securities, Series of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or noncallable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of such Series. Anything in this Indenture Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or noncallable U.S. Government Obligations held by it as provided in Section 13.4 8.04 hereof which, in the based on a certificate, report or opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification the United States delivered to the TrusteeTrustee (which may be the certificate, report or opinion under Section 8.04(1) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance with respect to the applicable Series of Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.313.6 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 hereof in respect of the Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything Notwithstanding anything in this Indenture Article Thirteen to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company from time to time upon the request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6, all money U.S. dollar and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or Section 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request and be relieved of all liability with respect to any money U.S. dollars or non-callable U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section 1205, Section 1412 and Section 13.61512, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe 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 and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12, to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.2(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 12.3 and Section 13.612.4, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.2 in respect of the Outstanding Securities of such series Electing Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Electing Senior Notes and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securitiesthe Electing Senior Notes, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.2 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesElecting Senior Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which12.2 with respect to the Electing Senior Notes 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasancewith respect to the Electing Senior Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.313.6 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 hereof in respect of the Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Partnership acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Partnership will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything Notwithstanding anything in this Indenture Article Thirteen to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Partnership from time to time upon Company Request the request of the Partnership any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and noncallable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 or Section 8.08 hereof in respect of the Outstanding outstanding Securities of such series any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities Series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any of its Subsidiaries acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securities, Series of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or noncallable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of such Series. Anything in this Indenture Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the request of the Issuer any money or noncallable U.S. Government Obligations held by it as provided in Section 13.4 8.04 hereof which, in the based on a certificate, report or opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification the United States delivered to the TrusteeTrustee (which may be the certificate, report or opinion delivered under Section 8.04(2) hereof), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance with respect to the applicable Series of Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.06 hereof, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 hereof in respect of the Outstanding outstanding Securities of such the applicable series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.04 hereof or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Securities of the applicable series. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance of the applicable series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.614.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money All cash and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.615.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Debt Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money cash and securities 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, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 15.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesDebt Securities of such series. Anything in this Indenture Article 15 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 15.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 15.04(a)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.61305, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture 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 13.4 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3SECTION 10.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.6SECTION 13.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”"TRUSTEE") pursuant to Section 13.4 SECTION 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 SECTION 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture 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 13.4 SECTION 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.04, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.4, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.69.9, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 9.8 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this IndentureIndenture (including the subordination provisions thereof and hereof), to the payment, either directly or through any Paying Agent paying agent (but not including the Company Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer and the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Indenture Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer or the Guarantor, as applicable, from time to time upon Company Request the Issuer's or the Guarantor's written request any money or U.S. Government Obligations held by it as provided in Section 13.4 9.8 which, in the written opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.covenant defeasance. ARTICLE TEN

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 9.04 hereof in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and accrued interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 9.04 hereof or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article 9 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 9.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. Money deposited with the Trustee or a Paying Agent pursuant to this Article Four shall not be subject to Article Fourteen. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 4.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.615.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 15.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need . Money so held in trust shall not be segregated from other funds except subject to the extent required by lawprovisions of Article XII. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 15.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article XV 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 13.4 15.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 404 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 404 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 13.4 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.4 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 15.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. Anything in this Indenture Article Fifteen 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 13.4 15.4 which, in the opinion of a nationally recognized firm of independent public accountants accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including excluding the Company or any of its Affiliates acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 13.4 4.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time time, upon Company Request an Issuers Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 TrusteeTrustee (which may be the same opinion delivered under Section 13.04), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company and the Subsidiary Guarantors (on a joint and several basis) shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely — collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Issuer’s obligations to pay principal of (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), the Issuer’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Issuer’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 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 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 1204(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe 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 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Securities of such series Defeased Notes and Defeased Guarantees shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying Agentor any Affiliate of the Company) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 4.04 hereof which, in the opinion of a nationally nationally-recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification delivered thereof to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Subject to Article Six, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Securities of such series of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee Trustee, its officers, directors and agents and hold such harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe Defeased Securities of such series. Anything in this Indenture Article 4 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 13.4 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than am any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Indenture Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.2(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.3 and Section 13.613.4, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.2 in respect of the Outstanding Securities of such series Defeasance Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Defeasance Senior Notes and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securitiesthe Defeasance Senior Notes, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.2 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesDefeasance Senior Notes. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.2 with respect to the Defeasance Senior Notes 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasancewith respect to the Defeasance Senior Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.37.3, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 2.2) (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.4, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.3 in respect of the Outstanding outstanding Debt Securities of such series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCorporation) as the Trustee may determine, to the Holders holders of such Securities, Debt Securities and any coupons appertaining thereto of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Company Corporation shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or other property deposited pursuant to Section 13.4 13.3 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders holders of Outstanding Securitiessuch outstanding Debt Securities and any coupons appertaining thereto. Anything in this Indenture Article 13 to the contrary notwithstanding, subject to Section 11.7, the Trustee shall deliver or pay to the Company Corporation from time to time upon Company Request Written Order of the Corporation any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 13.3 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance a defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article 13.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuers acting as its their own Paying Agent) as the Trustee may determine), to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest on their respective due dates, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company the Issuers’ Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 3.01) (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively for purposes of this Section and Section 13.614.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 14.04 in respect of the such Outstanding Securities of such series and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities and any related coupons of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, but such money need not be segregated from other funds except to the extent required by law. Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(1) 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 3.13(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 14.04(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 3.13(d) or 3.13(e) or by the terms of any Security in respect of which the deposit pursuant to Section 14.04(1) has been made, the indebtedness represented by such Security and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal, premium, if any, and interest, if any, on such Security as they become 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 third 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of such Outstanding SecuritiesSecurities and any related coupons. Anything in this Indenture Article 14 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article 14.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31006, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61306, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of Article Seventeen. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which1304 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 12.03 and Section 13.612.04, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.02 in respect of the Outstanding Securities of such series Debentures shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Debentures and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesHolders, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.02 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesDebentures. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which12.02 with respect to Debentures 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 which thereof that would then be required to be deposited to effect an equivalent a Defeasance or Covenant Defeasancewith respect to the Debentures.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSecurities of such series. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not Incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Each Issuer shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by such Issuer pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company each Issuer from time to time time, upon Company Issuer Request from such Issuer, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 for such Issuer that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003 of the Original Indenture, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.6905, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 904 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this the Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Eleven. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 904 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 904 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article. This Section 905 shall be applicable with respect to the Securities in lieu of Section 1505 of the Original Indenture (which shall be of no force and effect for the Securities).

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.61305, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.04, all money and U.S. Government Obligations or Foreign Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 or Foreign Government Obligations held by it as provided in Section 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as the case may be, with respect to such Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.2(e), all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 13.3 and Section 13.613.4, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.2 in respect of the Outstanding Electing Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such the Electing 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 the Electing Securities, of all sums due and to become due on such Securities thereon in respect of principal (and 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.2 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Electing Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.2 with respect to the Electing 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 amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasancewith respect to the Electing Securities.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 8.05 and Section 13.68.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any the Paying Agent (but not including either of the Company Issuers acting as its their own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 Issuers shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding SecuritiesNotes. Anything in this Indenture ARTICLE 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 with respect to any Notes which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent the Defeasance or the Covenant Defeasance, as the case may be, with respect to such Notes.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions Section 7.06 of the last paragraph of Section 10.3this Supplemental Indenture, all money and non-callable U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.67.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 7.04 of this Supplemental Indenture in respect of the Outstanding Securities of such series Notes being defeased shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this the Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 7.04 of this Supplemental Indenture or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes being defeased. Anything in this Indenture Article VII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 7.04 of this Supplemental Indenture 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 7.04(a) of this Supplemental Indenture), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of 118 Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.613.06, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company Issuers acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securitiesseries, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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 Issuers shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company the Issuers’ Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which13.04 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series. Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, a premium that remains unclaimed for one year after such principal, interest, or premium, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall cease.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last penultimate paragraph of Section 10.31003, all money and U.S. Government Obligations (or other property as may be provided pursuant to Section 301) (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the any Outstanding Securities of such any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities and any coupons appertaining thereto of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders holders of such Outstanding SecuritiesSecurities and any coupons appertaining thereto. Anything in this Indenture Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance a defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations Securities (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations Securities deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations Securities held by it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.Section

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal (and premium, if any) and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.613.05 only, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of this Article Thirteen. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture 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 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (at the Company's expense), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3SECTION 1003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Indenture Trustee or other qualifying indenture trustee (solely collectively, for purposes of this Section and Section 13.6SECTION 1505, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”"INDENTURE TRUSTEE") pursuant to Section 13.4 SECTION 1504 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Indenture Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Indenture Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so held in trust shall not be subject to the provisions of ARTICLE THIRTEEN. The Company shall pay and indemnify the Indenture Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 SECTION 1504 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Indenture Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, SECTION 1504 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article Fifteen.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited by the Company pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment 109 banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions Section 7.06 of the last paragraph of Section 10.3this Supplemental Indenture, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.67.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 7.04 of this Supplemental Indenture in respect of the Outstanding Securities Notes of such series being defeased shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes of such series and this the Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of such series of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 7.04 of this Supplemental Indenture or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes of such series being defeased. Anything in this Indenture Article VII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 7.04 of this Supplemental Indenture 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 7.04(a) of this Supplemental Indenture), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe 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 13.61512, the Trustee and any such other qualifying trustee are referred to collectively as the “101 "Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company either Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 hereof that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance. Section 1206 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1202 or 1203 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer's obligations under this Indenture, the Security Documents and the Securities, and the obligations of the Security Guarantors under the Indenture and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Twelve until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1202 or 1203; provided, however, that if the Issuer makes any payment of principal of (and premium, if any) or interest on any Security following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions proviso of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.64.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including other than the Company acting as its own Paying AgentCompany) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. 55 -48- The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 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 a Responsible Officer of the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.61305, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall and the Guarantor shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.05, all money U.S. dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04, in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including excluding the Company Company, the Guarantor or any of its Affiliates acting as its own Paying Agent) ), as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is imposed, assessed or for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request the Company's request any money U.S. dollars or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interestinterest (and Additional Interest, if any), but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (of the Securities plus the Cumulative Deferred Amount and premium, if any) , and interestinterest on the sum of the Securities and the Cumulative Deferred Amount, but such money need not be segregated from other funds except to the extent required by law. 66 The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely — collectively, for purposes of this Section and Section 13.612.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Defeasance Trustee”) pursuant to Section 13.4 12.4 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Defeasance Trustee may determine, to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company or the Guarantors, as the case may be, shall pay and indemnify the Defeasance Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesNotes. Anything in this Indenture Article 12 to the contrary notwithstanding, the Defeasance 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 13.4 12.4 which, in the opinion of a nationally an internationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Defeasance Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”"TRUSTEE") pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Senior Notes of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) ), interest, Liquidated Damages and interestAdditional Amounts payable under then applicable law, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesSenior Notes. Anything in this Indenture 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 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money All cash and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.615.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 15.04 in respect of the Outstanding Debt Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Debt Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Debt Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money cash and securities 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, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 15.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesDebt Securities of such series. Anything in this Indenture Article 15 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 15.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 15.04(a)), are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request a company request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officers’ Certificate delivered to the Trustee), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31009, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities the Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securitiesthe Notes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein 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 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant 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 this Section because of a court order or (ii) are for any reason insufficient in amount, then the Issuer's obligations to pay principal of and interest on the Notes 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 Issuer's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Issuer'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 10.38.6, all money U.S. dollar and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, and all other amounts due and owing under the Indenture and the Notes but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or non-callable U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or Section 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the written request of the Issuer 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 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. 127 The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. 105 The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.3 hereof, all ------------ money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively for purposes of this Section and Section 13.612.5, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.4 hereof in respect of the ------------ ------------ Outstanding Securities of such series shall will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Governmental Obligations deposited pursuant to Section 13.4 12.4 hereof or the principal and interest received ------------ in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 12 to the contrary notwithstanding, the Trustee shall ---------- will 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 13.4 12.4 ------------ hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance legal defeasance or Covenant Defeasance.covenant defeasance, as applicable, in accordance with this Article 12. ----------

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely -- collectively, for purposes of this Section and Section 13.61405, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”"TRUSTEE") pursuant to Section 13.4 1404 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1404 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.38.6, all money U.S. dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.68.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Deposit Trustee”) pursuant to Section 13.4 8.4 or Section 8.8 in respect of the Outstanding Securities of such series outstanding Notes shall be held in trust trust, shall not be invested, and shall be applied by the Trustee, Deposit Trustee in accordance with the provisions of such Securities Notes and this Indenture, Indenture to the payment, either directly or through any Paying Agent (but not including the Company Issuer or any Subsidiary acting as its own Paying Agent) as the Deposit Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, if any, and all other amounts due and owing under this Indenture and the Notes but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Deposit Trustee against any tax, fee, fee or other charge imposed on or assessed against the money U.S. dollars or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or Section 8.8 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securitiesthe outstanding Notes. Anything in this Indenture Article VIII to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the written request of the Issuer and be relieved of all liability with respect to any money U.S. dollars or U.S. Government Obligations held by it as provided in Section 13.4 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 which thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant DefeasanceDefeasance or satisfaction and discharge, as the case may be.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 14.04 in respect of the Outstanding Securities of such a series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) any premium and interest, but such money 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 14.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture 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 13.4 14.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance, provided that the Trustee shall not be required to liquidate any U.S. Government Obligations in order to comply with the provisions of this paragraph. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Company’s obligations to pay principal of and any premium, interest and other amounts due on such Securities shall be reinstated to the extent necessary to cover the deficiency on any due date for payment. In any such case, the Company’s interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Company’s payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article Twelve. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 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 1204(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasance.covenant defeasance. 87 79

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying trustee (Person that would qualify to act as successor Trustee under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time time, upon Company Request Issuer Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Debentures shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Debentures and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such SecuritiesDebentures, of all sums due and to become due on such Securities thereon in respect of principal Accreted Value (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal Accreted Value and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding SecuritiesDebentures. Anything in this Indenture Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003 of the Original Indenture, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively for purposes of this Section and Section 13.61105, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1104 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this the Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1104 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture Article Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1104 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article. This Section 1105 shall be applicable with respect to the Securities in lieu of Section 1505 of the Original Indenture (which shall be of no force and effect for the Securities).

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to . become due on such Securities in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture 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 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely collectively, for purposes of this Section and Section 13.613.05, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall and the Guarantor shall, jointly and severally, pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 13.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.36.3, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article IX, collectively and solely for purposes of this Section and Section 13.610.5, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 10.4 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 10.4, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article X to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which10.4 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article IX, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.4 in respect of the Outstanding outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and ), interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.4 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, subject to Section 7.7, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 13.4 8.4 which, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance, as applicable, in accordance with this Article 8.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61306, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1304 in respect of the Outstanding Securities and any Coupons appertaining thereto of such series any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and any Coupons appertaining thereto 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 Securities of such Securitiesseries and any Coupons appertaining thereto, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1304 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding SecuritiesSecurities and any Coupons appertaining thereto. Anything in this Indenture 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 13.4 which1304 with respect to Securities and any Coupons appertaining thereto 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 which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant DefeasanceDefeasance with respect to the Securities of such series and any Coupons appertaining thereto.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all All money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 8.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent paying agent (but not including the Company acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 8.04 or the principal (and interest premium, if any) and interest, if any received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Indenture Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request a company request any money or U.S. Government Obligations held by it as provided in Section 13.4 8.04 which, in the opinion of a nationally recognized firm of independent public accountants an Independent Financial Advisor (expressed in a written certification thereof delivered to the Company, together with an Officer’s Certificate delivered to the Trustee), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.39.02, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Security Trustee, which in turn will distribute it to the Indenture Trustee for the benefit of the Holders (or other qualifying trustee (solely trustee--collectively, for purposes of this Section and Section 13.611.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Indenture Trustee”") pursuant to Section 13.4 11.04 in respect of the Outstanding Securities Notes of such series 63 shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, payment to the Holders of such SecuritiesNotes, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Indenture Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 11.04 or the principal and interest received in respect of such money or U.S. Government Obligations other than any such tax, fee, or other charge which by law is for the account of the Holders of Outstanding Securitiesthereof. Anything in this Indenture herein to the contrary notwithstanding, the Indenture Trustee shall deliver or pay to the Company Issuer, upon instruction from the Security Trustee, from time to time upon Company Request the written request of the Issuer through an Officer's Certificate any money or U.S. Government Obligations held by it as provided in Section 13.4 11.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Indenture Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant 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 Indenture Trustee in accordance with this Section because of a court order or (ii) are for any reason insufficient in amount, then the Issuer's obligations to pay principal of and interest on the Notes 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), the Issuer's interest in the deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the extent the Issuer's payment obligations are reinstated.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3403, all money and U.S. Government Obligations (including any proceedsthe 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 13.61512, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 hereof that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last fifth paragraph of Section 10.31003, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.61405, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1404 in respect of the Outstanding any Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due on such Securities thereon in respect of principal (and premium, if any) 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. Subject to the satisfaction of the applicable conditions in Section 1404, money and U.S. Government Obligations (including the proceeds thereof) 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, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1404 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything in this Indenture Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 1404 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. Anything herein to the contrary notwithstanding, if and to the extent the deposited money or U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee in accordance with this Section 1405 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 (if any) 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), 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 10.3403, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or such other qualifying Person that would qualify to act as successor trustee (under Article VII, collectively and solely for purposes of this Section and Section 13.61205, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 1204 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. 126 The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 1204, or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time time, upon Company Request Request, any money or U.S. Government Obligations held by it as provided in Section 13.4 which1204 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.03, all money and U.S. Government Obligations (including any proceedsthe 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 12.05, Section 14.12 and Section 13.615.12, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.04 in respect of the Outstanding Securities of such series Defeased Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Notes of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal principal, premium, if any, and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which that by law is for the account of the Holders of Outstanding Securitiesthe Defeased Notes. Anything in this Indenture Article 12 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which12.04 that, in the opinion of a nationally recognized accounting or investment banking firm of independent public accountants expressed in a written certification delivered thereof to the Trustee, are in excess of the amount which thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article 7, the Trustee shall not incur any liability to any Person by relying on such opinion.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.34.02, all money and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely trustee, collectively, for purposes of this Section and Section 13.612.05, the Trustee and any such other qualifying trustee are referred to collectively as the “"Trustee”") pursuant to Section 13.4 12.04 in respect of the Outstanding outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Securities of all sums due and to become due on such Securities thereon in respect of principal the Principal Amount (and premium, if any) and interestaccrued Original Issue Discount, but such money need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust are not subject to Article XI. The Company and the Guarantor shall pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money cash or U.S. Government Obligations deposited pursuant to Section 13.4 12.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the outstanding Securities. Anything in this Indenture Article XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request Order any money or U.S. Government Obligations held by it as provided in Section 13.4 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 12.04(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance defeasance or Covenant Defeasancecovenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.310.03, all money United States dollars and U.S. Government Obligations (including any proceedsthe proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 4.04 in respect of the Outstanding Defeased Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, Series of Securities of all sums due and to become due on such Securities thereon in respect of principal (and principal, premium, if any) , and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Publishing shall fully pay and indemnify the Trustee against any tax, fee, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4 4.04 or the principal and interest received in respect of such money or U.S. Government Obligations thereof, other than any such tax, fee, fee or other charge which by law is for the account of the Holders of Outstanding the Defeased Securities. Anything in this Indenture Article IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Publishing from time to time upon Company a Publishing Request any money United States dollars or U.S. Government Obligations held by it as provided in Section 13.4 4.04 which, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized investment banking firm expressed in a written certification report delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance. In the event of an equivalent Defeasance or Covenant Defeasanceerror in any calculation resulting in a withdrawal hereunder, Publishing shall equal to the amount erroneously withdrawn as promptly as practicable after becoming aware of such error.