Common use of Conditions to Covenant Defeasance Clause in Contracts

Conditions to Covenant Defeasance. In order to exercise Covenant Defeasance, the Company must irrevocably deposit, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal Agent, to pay the principal of, premium, if any, and interest on, the outstanding Securities at maturity or upon redemption, together with all other amounts payable by the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv) the Company has delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (B) an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.03 to the outstanding Notes: (1) the Company must shall irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent (or another fiscal agent satisfying Trustee under the requirements terms of this Agreement)an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the holders of such Notes for that purpose, (1) money in an amountor direct non-callable obligations of, (2) U.S. Government Obligations that through or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal and interest in accordance with their terms will provide money such amounts and at such times as are sufficient, as verified in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in the opinion Certificate of a nationally recognized firm Firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal AgentIndependent Public Accountants, without consideration of any reinvestment of such interest, to pay the principal of, premium, if any, of and interest on, or sinking funds on the outstanding Securities at Notes to maturity or upon redemptionredemption as the case may be, together with all other amounts payable by provided that the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after Trustee or any paying agent shall have been irrevocably instructed to apply such deposit if money or the proceeds of such U.S. Government Obligations to the payment of said principal and only if: (i) no Default or Event of Default interest and said sinking fund with respect to the Securities has occurred and is continuing immediately prior Notes. The Company may make an irrevocable deposit pursuant to this Section 4.04 only if at such time the Company shall have delivered to the time Trustee and any such paying agent an Officers' Certificate and an Opinion of such deposit; (ii) no Default or Event Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of Default shall this Indenture have occurred at any time in been complied with and the period ending on Opinion of Counsel further states that the 91st day after the date making of such deposit and shall be continuing on such 91st day; (iiii) such defeasance does not result in a breach contravene or violation ofviolate any provision of any indenture, or constitute a default undermortgage, any other loan agreement or instrument other similar agreement known to such counsel to which the Company is a party or by which it or any of its property is bound bound, (andii) does not require registration by the deposit referred to above under the Investment Company Act of 1940, in furtherance of such conditionas amended, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iviii) the Company has delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on in the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; . Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and (B) an Officers’ Certificate 13.05 of the Indenture shall survive until the Notes are no longer outstanding. Thereafter, the Company's obligations in Section 8.06, 13.04 and an Opinion 13.05 of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied withthe Indenture shall survive.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.03 to the outstanding Notes: (1) the Company must shall irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent (or another fiscal agent satisfying Trustee under the requirements terms of this Agreement)an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of such Notes for that purpose, (1) money in an amountor direct non-callable obligations of, (2) U.S. Government Obligations that through or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged (“U.S. Government Obligations”) maturing as to principal and interest in accordance with their terms will provide money such amounts and at such times as are sufficient, as verified in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in the opinion Certificate of a nationally recognized firm Firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal AgentIndependent Public Accountants, without consideration of any reinvestment of such interest, to pay the principal of, premium, if any, of and interest on, on the outstanding Securities at Notes to maturity or upon redemptionredemption as the case may be, together with all other amounts payable by provided that the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after Trustee or any paying agent shall have been irrevocably instructed to apply such deposit if money or the proceeds of such U.S. Government Obligations to the payment of said principal and only if: (i) no Default or Event of Default interest with respect to the Securities has occurred and is continuing immediately prior Notes. The Company may make an irrevocable deposit pursuant to this Section 4.04 only if at such time the Company shall have delivered to the time Trustee and any such paying agent an Officers’ Certificate and an Opinion of such deposit; (ii) no Default or Event Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of Default shall this Indenture have occurred at any time in been complied with and the period ending on Opinion of Counsel further states that the 91st day after the date making of such deposit and shall be continuing on such 91st day; (iiii) such defeasance does not result in a breach contravene or violation ofviolate any provision of any indenture, or constitute a default undermortgage, any other loan agreement or instrument other similar agreement known to such counsel to which the Company is a party or by which it or any of its property is bound bound, (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due ii) does not require registration by the Company with respect to the incurrence trust funds representing such deposits or by the Trustee for such trust funds under the Investment Company Act of indebtedness to fund such deposit 1940, as amended, and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iviii) the Company has delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on in the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; . (2) Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and (B) an Officers’ Certificate 13.05 of the Indenture shall survive until the Notes are no longer outstanding. Thereafter, the Company’s obligations in Sections 8.06, 13.04 and an Opinion 13.05 of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied withthe Indenture shall survive.

Conditions to Covenant Defeasance. In order to exercise Covenant DefeasanceDefeasance under Section 8.02 hereof, the Company must irrevocably deposit, or caused to be deposited, with meet the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, following conditions: (1) money the Company must irrevocably deposit with the Trustee, in an amounttrust, (2) for the benefit of the Holders, cash in U.S. dollars, non-callable Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”)Securities, or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, of and interest and premium, if any, and interest on, on the outstanding Securities at maturity Notes on the stated date for payment thereof or upon redemptionon the applicable redemption date, together with all other amounts payable by as the case may be, and the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after must specify whether the Notes are being defeased to such deposit if and only if: (i) no Default stated date for payment or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposita particular redemption date; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv2) the Company has delivered must deliver to the Fiscal Agent (A) Trustee an Opinion of Counsel to the effect confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (4) such Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (5) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and and (B6) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.4 to any Securities of or within a series: (a) The Company must irrevocably deposit, shall have deposited or caused to be deposited, deposited irrevocably with the Fiscal Agent Trustee (or another fiscal agent trustee satisfying the requirements of this Agreement)Section 6.11 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 4.3 through 4.8 inclusive and the last paragraph of Section 9.3 applicable to the Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the payments referred to in clauses (x) and (y) of this Section 4.5(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such purposeSecurities, with instructions to the Trustee as to the application thereof, (1A) money in an amount, or (2B) U.S. if Securities of such series are not subject to repayment at the option of Holders, Government Obligations that which through the payment of interest and principal and interest in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of this Section 4.5(a), money in an amount (“Cash Equivalents”), or (3C) a combination thereofthereof in an amount, sufficient sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Fiscal AgentTrustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (x) the principal of, premium, if any, and interest, if any, on such Securities on the Maturity of such principal or installment of principal or interest on, and (y) any mandatory sinking fund payments applicable to such Securities on the outstanding day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at maturity a future date or upon redemption, together dates in accordance with all other amounts payable by Article 10 which shall be given effect in applying the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if:foregoing. (ib) no Such covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default under, this Indenture or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound bound. (and, in furtherance of such condition, no c) No Default or Event of Default under Section 5.1(5) or 5.1(6) with respect to such Securities shall result under this Agreement due to have occurred and be continuing during the incurrence period commencing on the date of indebtedness to fund such deposit and ending on the entering into 91st day after such date (it being understood that this condition shall not be deemed satisfied until the expiration of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Defaultperiod); and. (ivd) the The Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel to the effect that the Holders of the such Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; and . (Be) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance the covenant defeasance under Section 4.4 have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 4.4, registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said act have been effected. (f) Such covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith as contemplated by Section 3.1.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 11.02 hereof to the outstanding Notes: (a) the Company must irrevocably depositdeposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, premium, if any, and interest on, on the outstanding Securities at maturity or upon redemptionNotes, together with all other amounts including the maximum amount potentially payable by the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event as of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing as any Interest Make-Whole Payment or any Qualifying Fundamental Change Payment, on such 91st daythe stated dates for payment thereof; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (ivb) the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this ARTICLE 11 concurrently with such incurrence) or insofar as Section 7.01(l) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (d) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (e) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and and (Bg) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, application of Section 13.2 to the Outstanding Securities of any Defeasible Series: (a) The Company must shall irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent Trustee (or another fiscal agent satisfying trustee that satisfies the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Agreement)Article 13 applicable to it) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of the Securities of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged to the Trustee as security for, and dedicated solely to, the benefit of the Holders of Outstanding Securities of such purposeseries, (1i) money an amount in an amountthe currency in which the Securities of such series are denominated and in which payments of principal, premium (2if any) U.S. and interest are to be made, or (ii) the equivalent in Government Obligations denominated in the currency in which the Securities of such series are denominated and in which payments of principal, premium (if any), or interest are to be made, issued by the government that issued such currency, through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide terms, not later than one day before the due date of any payment, money in an amount (“Cash Equivalents”)amount, or (3iii) a combination thereof, sufficient in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants expressed in a written certification thereof delivered to the Fiscal AgentTrustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state, provincial and local taxes or other charges and assessments in respect thereof payable by the Trustee and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge each instalment of principal (including mandatory sinking fund payments) of, premiumand premium (not relating to optional redemption), if any, and interest on, the outstanding Outstanding Securities of such series on the dates such installments of principal of, and premium (not relating to optional redemption), if any, or interest are due up to the Stated Maturity Date, or the Redemption Date, as the case may be (PROVIDED THAT in the case of redemption, before such deposit, the Company must give to the Trustee, in accordance with Section 11.2 hereof, a notice of its election to redeem the Outstanding Securities at maturity or upon redemptiona future date in accordance with Article 11 hereof, together which notice shall be irrevocable). (b) In the case of an election under Section 13.2 with all other amounts payable by respect to any series of Securities required to be registered under the SECURITIES ACT, the Company under this Agreement. Such shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the deposit and Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event of Default to be effected with respect to the Securities has occurred of such series and is continuing immediately prior will be subject to United States Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (c) The Company shall have delivered to the time Trustee an Officers' Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit;. (iid) no No Event of Default or event that (after notice of lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.1(f) and 5.1(g), at any time in on or prior to the period ending on the 91st 123rd day after the date of such deposit and (it being understood that this condition shall not be continuing on deemed satisfied until after such 91st 123rd day;). (iiie) Such Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of Applicable Legislation (assuming, in the case of the TRUST INDENTURE ACT, that all Securities are in default within the meaning of such defeasance does Act). (f) Such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); andbound. (ivg) the The Company has shall have delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (B) Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to such Covenant Defeasance have been complied with. (h) With respect to any series of Securities required to be registered under the SECURITIES ACT, such Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the United States INVESTMENT COMPANY ACT of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 9.02 hereof to the outstanding Notes: (a) the Company must irrevocably depositdeposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, premium, if any, and interest on, on the outstanding Securities at maturity or upon redemption, together with all other amounts payable by Notes on the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such depositstated date for payment thereof; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (ivb) the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (Bother than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 9 concurrently with such incurrence) or insofar as Sections 7.0l(k) or 7.01(1) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (d) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (f) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied with.the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 11.02 hereof to the outstanding Notes: (a) the Company must irrevocably depositdeposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, premium, if any, and interest on, on the outstanding Securities at maturity or upon redemptionNotes, together with all other amounts including the maximum amount potentially payable by the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event as of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing as any Interest Make-Whole Payment or any Qualifying Fundamental Change Payment, on such 91st daythe stated dates for payment thereof; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (ivb) the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this ARTICLE 11 concurrently with such incurrence) or insofar as Section 7.01(j) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (d) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (e) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and and (Bg) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order to exercise Covenant Defeasance, Defeasance under Section 8.03 hereof: (1) the Company must irrevocably depositdeposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, premiumpremium and Additional Interest, if any, on the outstanding Notes on the Maturity Date, and interest on, in an amount equal to five and one half percent (5.5%) of the principal amount of the outstanding Securities at maturity or upon redemptionNotes through the Maturity Date, together with all other amounts payable by and the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after must specify whether the Notes are being defeased to such deposit if and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such depositstated date for payment; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv2) the Company has delivered must deliver to the Fiscal Agent (A) Trustee an Opinion of Counsel to the effect confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, substantially in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (4) such Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (5) the Company must deliver to the Trustee an Opinion of Counsel, containing customary assumptions and exceptions, to the effect that upon and immediately following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable law; (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and and (B7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.4 to any Securities of or within a series: (a) The Company must irrevocably deposit, shall have deposited or caused to be deposited, deposited irrevocably with the Fiscal Agent Trustee (or another fiscal agent trustee satisfying the requirements of this Agreement)Section 6.11 who shall agree to comply with, and shall be entitled to the benefits of, the provisions of Sections 4.3 through 4.7 inclusive and the last paragraph of Section 9.3 applicable to the Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the payments referred to in clauses (y) and (z) of this Section 4.5(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such purposeSecurities, with instructions to the Trustee as to the application thereof, (1i) money in an amount, or (2ii) U.S. if Securities of such series are not subject to repayment at the option of Holders, Government Obligations that through the payment of interest and principal and interest in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in clause (y) or (z) of this Section 4.5(a), money in an amount (“Cash Equivalents”)amount, or (3iii) a combination thereof, thereof in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal Agent, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, (y) the principal of, premium, if any, and interest, if any, on such Securities on the Maturity of such principal or installment of principal or interest on, and (z) any mandatory sinking fund payments applicable to such Securities on the outstanding day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at maturity a future date or upon redemption, together dates in accordance with all other amounts payable by Article 10 that shall be given effect in applying the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if:foregoing. (ib) no Such covenant defeasance shall not result in a breach or violation of, or constitute a Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default under, this Indenture or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound bound. (and, in furtherance of such condition, no c) No Default or Event of Default under Section 5.1(e) or 5.1(f) with respect to such Securities shall result under this Agreement due to have occurred and be continuing during the incurrence period commencing on the date of indebtedness to fund such deposit and ending on the entering into 91st day after such date (it being understood that this condition shall not be deemed satisfied until the expiration of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Defaultperiod); and. (ivd) In the case of an election under Section 4.4, the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel to the effect that the Holders of the such Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; and . (Be) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance the covenant defeasance under Section 4.4 have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 4.4, registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said act have been effected. (f) Such covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations that may be imposed on the Company in connection therewith as contemplated by Section 3.1.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 11.02 hereof to the outstanding Notes: (a) the Company must irrevocably depositdeposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, (1) money in an amount, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in such amounts as will be sufficient, 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 Fiscal Agentaccountants, to pay the principal of, premium, if any, and interest on, on the outstanding Securities at maturity or upon redemptionNotes, together with all other amounts including the maximum amount potentially payable by the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event as of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposit; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing as any Interest Make-Whole Payment or any Qualifying Fundamental Change Payment, on such 91st daythe stated dates for payment thereof; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (ivb) the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this ARTICLE 11 concurrently with such incurrence); (d) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company is a party or by which the Company is bound; (e) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that on the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and and (Bg) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order (a) The following shall be the conditions to the exercise of the Covenant Defeasance, Defeasance option under Section 13.02 with respect to the Notes: (i) the Company must irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), Trustee as trust funds in trust for such purposethe purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders: (1A) money in an amount, or (2B) U.S. Government Obligations that Securities, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide provide, not later than the due date of any payment, money in an amount (“Cash Equivalents”), or (3iii) a combination thereof, in each case sufficient without reinvestment (but including any funds in the Escrow Account), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal AgentTrustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of, of and premium, if any, and interest on, on such Notes on the outstanding Securities at maturity or upon redemption, together Maturity Date in accordance with all other amounts payable by the Company under terms of this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if Indenture and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such depositNotes; (ii) no Default or Event of Default the Company shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv) the Company has delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel to the effect that the Holders of the Securities such outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such the deposit and Covenant Defeasance to be effected with respect to the Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been be the case if such deposit and Covenant Defeasance had were not occurredto occur; (iii) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto; (iv) such Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of the Trust Indenture Act); (v) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and and (Bvi) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating with respect to such Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.03 to the outstanding Notes: (1) the Company must shall irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent (or another fiscal agent satisfying Trustee under the requirements terms of this Agreement)an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the holders of such Notes for that purpose, (1) money in an amountor direct non-callable obligations of, (2) U.S. Government Obligations that through or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged (“U.S. Government Obligations”) maturing as to principal and interest in accordance with their terms will provide money such amounts and at such times as are sufficient, as verified in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in the opinion Certificate of a nationally recognized firm Firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal AgentIndependent Public Accountants, without consideration of any reinvestment of such interest, to pay the principal of, premium, if any, of and interest on, or sinking funds on the outstanding Securities at Notes to maturity or upon redemptionredemption as the case may be, together with all other amounts payable by provided that the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after Trustee or any paying agent shall have been irrevocably instructed to apply such deposit if money or the proceeds of such U.S. Government Obligations to the payment of said principal and only if: (i) no Default or Event of Default interest and said sinking fund with respect to the Securities has occurred and is continuing immediately prior Notes. The Company may make an irrevocable deposit pursuant to this Section 4.04 only if at such time the Company shall have delivered to the time Trustee and any such paying agent an Officers’ Certificate and an Opinion of such deposit; (ii) no Default or Event Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of Default shall this Indenture have occurred at any time in been complied with and the period ending on Opinion of Counsel further states that the 91st day after the date making of such deposit and shall be continuing on such 91st day; (iiii) such defeasance does not result in a breach contravene or violation ofviolate any provision of any indenture, or constitute a default undermortgage, any other loan agreement or instrument other similar agreement known to such counsel to which the Company is a party or by which it or any of its property is bound bound, (andii) does not require registration by the deposit referred to above under the Investment Company Act of 1940, in furtherance of such conditionas amended, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iviii) the Company has delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on in the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; . Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and (B) an Officers’ Certificate 13.05 of the Indenture shall survive until the Notes are no longer outstanding. Thereafter, the Company’s obligations in Section 8.06, 13.04 and an Opinion 13.05 of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied withthe Indenture shall survive.

Conditions to Covenant Defeasance. In order to exercise Covenant Defeasance, the Company must irrevocably deposit, or caused to be deposited, with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement), in trust for such purpose, Defeasance under Section 9.02 hereof: (1) money the Issuer must irrevocably deposit with the Trustee, in an amounttrust, (2) for the benefit of the Holders, cash in U.S. Dollars, non-callable Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”)Securities, or (3) a combination thereofof cash in U.S. Dollars and non-callable Government Securities, sufficient in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Canada or the Fiscal AgentUnited States, to pay the principal of, interest and premium, if any, and interest on, on the outstanding Securities at Notes on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or upon redemption, together with all other amounts payable by the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such deposita particular Redemption Date; (ii2) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due Issuer must deliver to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv) the Company has delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel to in the effect United States confirming that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (3) the Issuer must deliver to the Trustee an Opinion of Counsel qualified to practice in Canada or a ruling from Canada Revenue Agency to the effect that Holders who are not resident in Canada will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such Covenant Defeasance, as applicable, and will only be subject to Canadian federal, provincial or territorial income tax and other taxes on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance, as applicable, had not occurred; (4) no Default or Event of Default shall have occurred and be continuing either: (A) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or (B) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit; (5) such Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (6) the Issuer must deliver to the Trustee an Opinion of Counsel to the effect that (A) assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code and Section 15 of the New York Debtor and Creditor Law and (B) the creation of the defeasance trust does not violate the U.S. Investment Company Act of 1940; (7) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; (8) if the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified Redemption Date; and (9) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under this Indenture relating to such the Covenant Defeasance have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 8.02(b) hereof to the outstanding Notes: (1) the Company must irrevocably deposit, or caused to be deposited, deposit with the Fiscal Agent (or another fiscal agent satisfying the requirements of this Agreement)Trustee, in trust trust, for such purposethe benefit of the Holders, (1) money in an amountU.S. Legal Tender, (2) U.S. Government Obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount (“Cash Equivalents”)Obligations, U.S. Government Securities or (3) a combination thereof, sufficient in such amounts as will be sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to selected by the Fiscal Agent, Company to pay the principal of, premium, if any, and interest on, on the outstanding Securities at maturity or upon redemption, together with all other amounts payable by Notes on the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after such deposit if and only if: (i) no Default or Event of Default with respect to the Securities has occurred and is continuing immediately prior to the time of such depositstated date for payment thereof; (ii) no Default or Event of Default shall have occurred at any time in the period ending on the 91st day after the date of such deposit and shall be continuing on such 91st day; (iii) such defeasance does not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due to the incurrence of indebtedness to fund such deposit and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iv2) the Company has shall have delivered to the Fiscal Agent (A) Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (4) such Covenant Defeasance shall not result in a breach or violation of or constitute a default under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and and (B6) the Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance provided for in, in the case of the Officer’s Certificate, clauses (1) through (5), as applicable, and, in the case of the Opinion of Counsel, clauses (2) and (4) of this Section 8.03 have been complied with.

Conditions to Covenant Defeasance. In order The following shall be the conditions to exercise Covenant Defeasance, the application of Section 4.03 to the outstanding Notes: (1) the Company must shall irrevocably deposit, have deposited or caused to be deposited, deposited with the Fiscal Agent (or another fiscal agent satisfying Trustee under the requirements terms of this Agreement)an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of such Notes for that purpose, (1) money in an amountor direct non-callable obligations of, (2) U.S. Government Obligations that through or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal and interest in accordance with their terms will provide money such amounts and at such times as are sufficient, as verified in an amount (“Cash Equivalents”), or (3) a combination thereof, sufficient in the opinion Certificate of a nationally recognized firm Firm of independent public accountants expressed in a written certification thereof delivered to the Fiscal AgentIndependent Public Accountants, without consideration of any reinvestment of such interest, to pay the principal of, premium, if any, of and interest on, on the outstanding Securities at Notes to maturity or upon redemptionredemption as the case may be, together with all other amounts payable by provided that the Company under this Agreement. Such Covenant Defeasance will become effective 91 days after Trustee or any paying agent shall have been irrevocably instructed to apply such deposit if money or the proceeds of such U.S. Government Obligations to the payment of said principal and only if: (i) no Default or Event of Default interest with respect to the Securities has occurred and is continuing immediately prior Notes. The Company may make an irrevocable deposit pursuant to this Section 4.04 only if at such time the Company shall have delivered to the time Trustee and any such paying agent an Officers' Certificate and an Opinion of such deposit; (ii) no Default or Event Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of Default shall this Indenture have occurred at any time in been complied with and the period ending on Opinion of Counsel further states that the 91st day after the date making of such deposit and shall be continuing on such 91st day; (iiii) such defeasance does not result in a breach contravene or violation ofviolate any provision of any indenture, or constitute a default undermortgage, any other loan agreement or instrument other similar agreement known to such counsel to which the Company is a party or by which it or any of its property is bound bound, (and, in furtherance of such condition, no Default or Event of Default shall result under this Agreement due ii) does not require registration by the Company with respect to the incurrence trust funds representing such deposits or by the Trustee for such trust funds under the Investment Company Act of indebtedness to fund such deposit 1940, as amended, and the entering into of customary documentation in connection therewith, even though such documentation may contain provisions that would otherwise give rise to a Default or Event of Default); and (iviii) the Company has delivered to the Fiscal Agent (A) an Opinion of Counsel to the effect that the Holders of the Securities outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance defeasance and will be subject to federal income tax on in the same amount, in the same manner and at the same times as would have been the case if such Covenant Defeasance defeasance had not occurred; . (2) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and (B) an Officers’ Certificate 13.05 of the Indenture shall survive until the Notes are no longer outstanding. Thereafter, the Company's obligations in Sections 8.06, 13.04 and an Opinion 13.05 of Counsel, each stating that all conditions precedent relating to such Covenant Defeasance have been complied withthe Indenture shall survive.