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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the “Trustee”) pursuant to Section 404 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in Section 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee—collectively, for purposes of this Section 4051305, the “Trustee”) pursuant to Section 404 1304 in respect of the Defeased Securities of this series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of this series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of this series, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Securities of this series. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceDefeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4058.05, the “Trustee”"TRUSTEE") pursuant to Section 404 8.04 hereof in respect of the Defeased outstanding Securities of 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securitiesoutstanding Securities of the applicable series. Anything in this Article Four 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance 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 10038.06 hereof, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4058.05, the “"Trustee”") pursuant to Section 404 8.04 hereof in respect of the Defeased outstanding Securities of 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securitiesoutstanding Securities of the applicable series. Anything in this Article Four 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance 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 1003, all United States dollars All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, solely for purposes of this Section 405and Section 14.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 14.04 in respect of the Defeased Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securities series, of all sums due and to become due thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XIV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which14.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Defeasance or covenant defeasanceCovenant Defeasance with respect to the Securities of such series.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4051205, the “"Trustee”") pursuant to Section 404 1204 in respect of the Defeased Securities Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify and hold harmless the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent 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 10038.06, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4058.05, the “Trustee”) pursuant to Section 404 8.04 in respect of the Defeased Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such Securities series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company an Issuer or a Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such Securities series of all sums due and to become due thereon in respect of principal, premiumpremium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesSecurities of such series. Anything in this Article Four 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 8.04 which, in the opinion of a nationally recognized public accounting 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(2)), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance of 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 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 4051505, the “"Trustee”") pursuant to Section 404 1504 in respect of the Defeased Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Money so held in trust shall pay and indemnify not be subject to the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account provisions of the Holders of the Defeased SecuritiesArticle Thirteen. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which, 1504 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 4.4 (collectively, for purposes of this Section 4054.5, the “Trustee”) pursuant to Section 404 4.4 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 4.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in Section 404 4.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance 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 100310.3, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (— collectively, for purposes of this Section 40513.5, the “Trustee”) pursuant to Section 404 13.4 in respect of the Defeased Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 404 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securitiesthereof. Anything in this Article Four herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 13.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 405, the “Trustee”) pursuant to Section 404 in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, 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 on an after-tax basis against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 404(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee—collectively, for purposes of this Section 40512.5, the “Defeasance Trustee”) pursuant to Section 404 12.4 in respect of the Defeased Securities shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Defeasance Trustee may determine, to the Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company or the Guarantors, as the case may be, shall pay and indemnify the Defeasance Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four 12 to the contrary notwithstanding, the Defeasance Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations ----- (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee--collectively, for purposes of this Section 40512.05, the “"Trustee”") ----- pursuant to Section 404 12.04 in respect of the Defeased Securities of a series shall be held ----- in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in ----- respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Securities of such series. Anything in this Article Four 12 to the contrary notwithstanding, the -- Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10034.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, solely for purposes of this Section 4058.05 and Section 8.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 8.04 in respect of the Defeased Securities any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any the Paying Agent (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 thereon in respect of principal, premium, if any, principal and any premium and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four ARTICLE 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 defeasance the Defeasance or covenant defeasancethe 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 of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4051205, the “"Trustee”") pursuant to Section 404 1204 in respect of the Defeased Securities Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including ----- the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee-- collectively, for purposes of this Section 40512.05, the “Trustee”"TRUSTEE") pursuant to ----- Section 404 12.04 in respect of the Defeased Securities shall be held in trust and applied by ----- the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in ----- respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four 12 to the contrary notwithstanding, the Trustee -- shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.04 ----- which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (— collectively, for purposes of this Section 40512.05, the “Trustee”) pursuant to Section 404 12.04 in respect of the Defeased Securities shall be held in trust and 2012 Notes Indenture 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 (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 thereon in respect of principalprincipal (and premium, premiumif any) or Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3 hereof, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 40513.5, the “Trustee”) pursuant to Section 404 13.4 hereof in respect of the Defeased Outstanding Securities shall of any series 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 (including either of the Company Issuers acting as its own a Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 13.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased such Outstanding Securities. Anything Notwithstanding anything in this Article Four Thirteen to the contrary notwithstandingcontrary, the Trustee shall will deliver or pay to the Company Issuers from time to time upon Company Request the request of the Issuers any United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 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 thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.4, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (-- collectively, for purposes of this Section 4059.8, the “"Trustee”") pursuant to Section 404 9.7 in respect of the Defeased Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this IndentureIndenture (including the subordination provisions thereof and hereof), to the payment, either directly or through any Paying Agent paying agent (including the Company F Issuer acting as its own Paying Agentpaying agent) as the Trustee may determine, to the Holders of such Securities Securities, of all sums due and to become due thereon in respect of principal, premium, if any, principal and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 9.8 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Securities of such series. Anything in this Article Four Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request the Issuer's written request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 9.7 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant an equivalent 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 1003, all United States dollars all, money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 405, the “Trustee”) pursuant to Section 404 in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, 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 on an after-tax basis against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 404(1)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee--collectively, for purposes of this Section 4051105, the “"Trustee”") pursuant to Section 404 1104 in respect of the Defeased any series of Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of such series, of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1104 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Securities of such series. Anything in this Article Four Eleven to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1104 which, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4051205, the “"Trustee”") pursuant to Section 404 1204 in respect of the Defeased Securities Outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Senior Notes. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant Defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100337, all United States dollars money and U.S. US$ Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelyTrustee, collectively with the Trustee, for purposes of this Section 40535(e), the “"Trustee”") pursuant to Section 404 35(d) in respect of the Defeased Securities Notes of any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company Issuer acting as its own Paying Agent) as the Trustee may determine, to the Holders holders of such Securities Notes, of all sums due and to become due thereon in respect of principal, premiumprincipal (and premium and Additional Amounts, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. US$ Government Obligations deposited pursuant to Section 404 35(d) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders holders of the Defeased SecuritiesOutstanding Notes of the applicable Series. Anything in this Article Four Section 35 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Request request signed by an Authorized Officer any United States dollars money or U.S. US$ Government Obligations held by it as provided in Section 404 35(d) which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10034.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4058.05, the “"Trustee”") pursuant to Section 404 8.04 in respect of the Defeased Securities Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(l)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee--collectively, for purposes of this Section 4051205, the “"Trustee”") pursuant to Section 404 1204 in respect of the Defeased Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased such Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee-- collectively for purposes of this Section 40512.5, the “"Trustee”") pursuant to Section 404 12.4 hereof in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee--collectively for purposes of this Section 405, the “12.05,the "Trustee”") pursuant to Section 404 12.04 in respect of the Defeased Securities of such series Outstanding 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesSecurities of such series Outstanding. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (trustee--collectively, for purposes of this Section 4051205, the “"Trustee”") pursuant to Section 404 1204 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1204 which, in the opinion of a nationally recognized accounting firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee—collectively for purposes of this Section 40511.5, the “Trustee”) pursuant to Section 404 11.4 hereof in respect of the Defeased Outstanding Securities shall be 33 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, -- collectively for purposes of this Section 4051305, the “"Trustee”") pursuant to Section 404 1304 in respect of the Defeased Securities Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject The Trustee shall, subject to the provisions of the last paragraph of Section 1003Indenture, all United States dollars hold in trust any money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the “Trustee”) pursuant to Section 404 8.3, and any money received by the Trustee as payment of principal or interest in respect of the Defeased Securities such U.S. Government Obligations, and shall be held in trust and applied by the Trusteeapply all money, in accordance with the provisions of such Securities the Notes and this the Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders Persons entitled thereto, of such Securities of all sums due the principal (and to become due thereon in respect of principal, premium, if any) and interest for whose payment such deposit (including any money to be received by the Trustee as principal or interest in respect of such U.S. Government Obligations) was made with the Trustee; provided, and interesthowever, but that, if the Trustee shall at any time hold in trust pursuant to this Section 8.4, as a result of a deposit made pursuant to this Article VIII, any money in excess of the amount required to make the payments to which such deposit (including any money need not to be segregated from other funds except received by the Trustee as principal or interest in respect of any U.S. Government Obligations included within such deposit) was to be applied, the Trustee shall, upon the Issuer’s request, pay to the extent required by lawIssuer such excess money. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 404 8.3 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars or U.S. Government Obligations held by it as provided in Section 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasanceoutstanding Notes.

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 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4054.05, the “"Trustee”") pursuant to Section 404 4.04 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including other than the Company acting as its own Paying Agentor any Guarantor) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 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 or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee--collectively for purposes of this Section 40512.5, the “"Trustee”") pursuant to Section 404 12.4 hereof in respect of the Defeased Securities shall Outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four 12 to the contrary notwithstanding, the Trustee shall will deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant 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 10039.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee—collectively for purposes of this Section 40511.5, the “Trustee”) pursuant to Section 404 11.4 hereof in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any taxall taxes, fee fees or other charge charges imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 11.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XI to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 11.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (— collectively, for purposes of this Section 40512.05, the “Trustee”) pursuant to Section 404 12.04 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principalprincipal (and premium, premiumif any) or Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a 2010 Notes Indenture written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10038.06 hereof, all United States dollars money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4058.05, the “Trustee”"TRUSTEE") pursuant to Section 404 8.04 hereof in respect of the Defeased outstanding Securities of 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 (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 404 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securitiesoutstanding Securities of the applicable series. Anything in this Article Four 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company Request any United States dollars money or non-callable U.S. Government Obligations held by it as provided in Section 404 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof which that would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasance.Covenant Defeasance of the applicable series. 38

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, -- collectively for purposes of this Section 4051305, the “"Trustee”") pursuant to Section 404 1304 in respect of the Defeased Securities Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, 104 to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all United States dollars and U.S. Government Obligations government obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the “Trustee”) pursuant to Section 404 in respect of the Defeased Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations government obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesNotes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars or U.S. Government Obligations government obligations held by it as provided in Section 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.2(e), all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, solely for purposes of this Section 40513.3 and Section 13.4, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 404 13.2 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such the Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities the Securities, of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money so held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 13.2 or the principal and interest received in respect thereof other than any such tax, fee or other charge which that by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 which13.2 with respect to the 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 thereof which that would then be required to be deposited to effect defeasance or covenant defeasancean equivalent Defeasance with respect to 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 1003, all United States dollars and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee as permitted under Section 404 (collectively, for purposes of this Section 405, the “Trustee”) pursuant to Section 404 in respect of the Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Securities. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company Issuer from time to time upon Company Issuer Request any United States dollars or U.S. Government Obligations held by it as provided in Section 404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 40512.05, the “"Trustee”") pursuant to Section 404 12.04 in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 404 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 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 proviso of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4054.05, the “"Trustee”") pursuant to Section 404 4.04 in respect of the Defeased Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations Securities deposited pursuant to Section 404 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesNotes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations Securities held by it as provided in Section 404 4.04 which, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10039.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee--collectively for purposes of this Section 40512.5, the “"Trustee”") pursuant to Section 404 12.4 hereof in respect of the Defeased Securities shall Outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesOutstanding Notes. Anything in this Article Four 12 to the contrary notwithstanding, the Trustee shall will deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect defeasance an equivalent Legal Defeasance or covenant defeasanceCovenant 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 proviso of the last paragraph of Section 100310.03, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectivelytrustee, collectively for purposes of this Section 4054.05, the “"Trustee”") pursuant to Section 404 4.04 in respect of the Defeased Securities Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities Notes and this Indenture, to the payment, either directly or through any Paying Agent (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 thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee and hold it harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 404 4.04 or the principal principal, premium, if any, and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased SecuritiesNotes. Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 4.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 100310.3 hereof, all United States dollars money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee as permitted under Section 404 (collectively, trustee--collectively for purposes of this Section 40512.5, the “"Trustee”") pursuant to Section 404 12.4 hereof in respect of the Defeased Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, principal (and premium, if any, ) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Governmental Obligations deposited pursuant to Section 404 12.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Defeased Outstanding Securities. Anything in this Article Four XII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any United States dollars money or U.S. Government Obligations held by it as provided in Section 404 12.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance, as applicable, in accordance with this Article.