Common use of Conditions to Defeasance or Covenant Defeasance Clause in Contracts

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee (Trustee, in trust, money or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amountU.S. Government Obligations, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeamounts as will be sufficient (without reinvestment), to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities on the respective Defeased Notes to the Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Notes (provided that if such Securities.redemption shall be pursuant to Section 1001(c), (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (4) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating (subject to customary exceptions and exclusions) to the effect that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this IndentureIssue Date, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm to the effect that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositDefeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, Defeasance lost or stolen and discharge were that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to occur.the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company; (35) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions) to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; and (46) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 14.02 or Section 13.03 14.03 to any Securities of or any series of Securities, as the case may bewithin a series: (1) The Company shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 6.08 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securities, (A) money an amount (in an amountsuch Currency in which such Securities are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal of and premium (if any) and interest (if any) under such Securities, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or any such other qualifying trusteeanother trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) to pay and discharge, (i) the principal of and any of, premium (if any) and interest (if any) on such Securities on the respective Stated MaturitiesMaturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of interest (if any), (ii) any mandatory sinking fund payments or analogous payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.02, a notice of its election to redeem all or any portion of such Securities at a future date in accordance with the terms of such Securities and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) In the event of an election to have Section 13.02 apply to any Securities No Default or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as clauses (5) and 6.01(a)(6)(6) of Section 5.01 are concerned, at any time during the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (63) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default Default or an Event of Default under, this Indenture or any indenture or other default under any material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (74) Such Defeasance or Covenant Defeasance In the case of an election under Section 14.02, the Company shall not result have delivered to the Trustees an Opinion of Counsel in the trust arising from United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such deposit constituting an investment company within opinion shall confirm that, the meaning Holders of such Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the Investment Company Act unless same amounts, in the same manner and at the same times as would have been the case if such trust shall be registered under such Act or exempt from registration thereunderdefeasance had not occurred. (8) 5) In the case of an election under Section 14.03, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Securities 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 amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The Company shall have delivered to the Trustee Trustees an Officers’ Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders of such Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Securities include Holders who are not resident in Canada). (7) The Company is not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) Notwithstanding any other provisions of this Section 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.01. (9) The Company shall have delivered to the Trustees an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for, relating to such Defeasance either the defeasance under Section 14.02 or Covenant Defeasance the covenant defeasance under Section 14.03 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee (Trustee, in trust, money or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amountU.S. Government Obligations, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeamounts as will be sufficient (without reinvestment), to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities on the respective Defeased Notes issued by the Company to the Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Notes (provided that if such Securities.redemption shall be pursuant to the third paragraph of Section 1009, (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (4) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm to the effect that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such depositDefeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, Defeasance lost or stolen and discharge were that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to occur.the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company; (35) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; and (46) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee or Paying Agent (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Governmental Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 14.02 or Section 13.03 14.03 to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Outstanding Securities of such Securitiesseries, (A) money in an amount, or (B) U.S. Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such Securities series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Securities of such Securities series and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such Securities series and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect No Event of Default or event that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both both) would become, become an Event of Default with respect to such Securities or any other Securities 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 6.01(a)(55.01(5) and 6.01(a)(6(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (5) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee (Trustee, in trust, money or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amountU.S. Government Obligations, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeamounts as will be sufficient (without reinvestment), to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities on the respective Defeased Notes to the Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Notes (provided that if such Securities.redemption shall be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the amount of money or U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (4) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating from Debevoise & Xxxxxxxx LLP or other counsel in the United States to the effect that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this IndentureIssue Date, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm to the effect that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositDefeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, Defeasance lost or stolen and discharge were that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to occur.the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company; (35) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel from Debevoise & Xxxxxxxx LLP or other counsel in the United States to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; and (46) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1402 or Section 13.03 1403 to any Securities or any series of Securities, as the case may beNotes: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 709 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, payments and specifically pledged as security for, and dedicated solely to, to the benefits benefit of the holders Holders of such SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities Notes on the respective Stated MaturitiesMaturities or Redemption Date, as applicable, in accordance with the terms of this the Indenture and such SecuritiesNotes. (2) In the event of an election to have Section 13.02 1402 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Supplemental Indenture, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize income gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities Notes and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1403 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities Notes will not recognize income gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities Notes and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesNotes, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5601(7) and 6.01(a)(6)(8), at any time on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th 121st day), other than a Default resulting from the borrowing of funds to be applied to such deposit. (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act. (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than the Indenture) to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance 8) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not result in cause either the Trustee or the trust arising from such deposit constituting an investment company within the meaning of so created to be subject to the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderAct. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 8.4 or Section 13.03 8.5 to any Securities or any a series of outstanding Securities, as the case may be:. (1a) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee Trustee, in trust, (i) sufficient funds in the currency or currency unit in which the Securities of such series are denominated to pay the Principal of and interest to Stated Maturity (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to itredemption) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toon, the benefits of the holders Debt Securities of such Securities, (A) money in an amountseries, or (Bii) Government Obligations which through the scheduled payment such amount of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amountdirect obligations of, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, obligations the principal of and interest on which are fully guaranteed by, the government which issued the currency in which the Securities of such series are denominated, and which are not subject to prepayment, redemption or call, as will, together with the predetermined and certain income to accrue thereon without consideration of any premium reinvestment thereof, be sufficient to pay when due the Principal of, and interest on to Stated Maturity (or redemption) on, the Debt Securities of such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securitiesseries. (2b) In The Company shall (i) have delivered an opinion of counsel that the event Holders of an election the Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such defeasance, and will be subject to have Section 13.02 apply to any Securities tax in the same manner as if no defeasance and discharge or any series of Securitiescovenant defeasance, as the case may be, had occurred or (ii) in the case of an election under Section 8.4 the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this IndentureIndenture was first executed, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, the holders of such Outstanding Securities of that particular series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occurdefeasance. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1i) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amountmoney, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amountmoney, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities due on or before the respective Stated MaturitiesMaturities or the Redemption Date, in accordance with the terms of this Indenture and such Securities; provided that the Company shall deliver to the Trustee an opinion of a nationally recognized firm of independent public accountants expressed in a written certification, as to the sufficiency of deposits made by the Company pursuant to this Section. (2ii) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in the case of either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3iii) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5iv) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(55.01(v) and 6.01(a)(6(vi), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6v) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, money to which the Company is a party or by which it is bound. (7vi) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder. (8) vii) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. (viii) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall will be the conditions to the application of either Section 13.02 5.02 or Section 13.03 5.03 to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 7.09 9.08 and agrees to comply with the provisions of this Article V applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Outstanding Securities of such Securities, series (Ai) money in an amount, or (Bii) U.S. Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any payment, money in an amount, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, and which shall will be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such Securities series on the respective Stated MaturitiesMaturities or on any earlier date or dates on which the Securities of such series shall be subject to redemption and the Company shall have given the Trustee irrevocable instructions satisfactory to the Trustee to give notice to the Holders of the redemption of the Securities of such series, all in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (2b) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be5.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating (from a counsel who shall not be an employee of the Company) to the effect that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (Bii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon thereon, such opinion shall confirm that, the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance Defeasance, and discharge to be effected with respect to the Securities of such Securities series and will be subject to federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit, Defeasance Defeasance, and discharge were not to occur. (3c) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be5.03, the Company shall have delivered to the Trustee an Opinion of Counsel (from a counsel who shall not be an employee of the Company) to the effect that the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such Securities series and will be subject to federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4d) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same such series, if then listed on any securities exchange, will not be delisted solely as a result of such deposit. (5e) No Event of Default or event which is, or that (after notice or lapse of time or both both) would become, become an Event of Default with respect to such Securities or any other Securities 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 6.01(a)(58.01(a)(vi) and 6.01(a)(6(vii), at any time on or prior to the 90th calendar day after the date of such deposit (it being understood that this condition shall will not be deemed satisfied until after such 90th calendar day). (6f) Such Defeasance or Covenant Defeasance shall will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (g) Such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. (i) Such Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust will be qualified under such Act or exempt from regulation thereunder.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1302 or Section 13.03 1303 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated MaturitiesMaturities or on the Redemption Date, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in the case of either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5501(4) and 6.01(a)(6(5), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (65) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, money to which the Company is a party or by which it is bound. (76) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder. (7) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated MaturitiesMaturities or on the Redemption Date, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 1202 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in the case of either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1203 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5501(4) and 6.01(a)(6(5), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (65) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, money to which the Company is a party or by which it is bound. (76) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder. (7) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 14.02 or Section 13.03 14.03 to any Securities or any series of Securities, as the case may be: (1i) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amountmoney, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amountmoney, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities due on or before the respective Stated MaturitiesMaturities or the Redemption Date, in accordance with the terms of this Indenture and such Securities; provided that the Company shall deliver to the Trustee an opinion of a nationally recognized firm of independent public accountants expressed in a written certification, as to the sufficiency of deposits made by the Company pursuant to this Section. (2ii) In the event of an election to have Section 13.02 14.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in the case of either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3iii) In the event of an election to have Section 13.03 14.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5iv) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(55.01(v) and 6.01(a)(6(vi), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6v) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, money to which the Company is a party or by which it is bound. (7vi) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder. (8) vii) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. (viii) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following paymentscash, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amountUnited States dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeamounts as will be sufficient (without reinvestment), to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Defeased Notes on the respective Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and such Securities.the Notes; (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (4) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating from Xxxxxx & Bird LLP or other counsel in the United States to the effect that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this IndentureIssue Date, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm to the effect that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (35) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel from Xxxxxx & Bird LLP or other counsel in the United States to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; and (46) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on any Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact.

Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to the application of Section 13.02 8.02 or Section 13.03 8.03 hereof to any Securities or any series of Securities, as the case may beoutstanding Notes: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such SecuritiesNotes, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and installment of interest on such Securities Notes on the respective Stated MaturitiesMaturities thereof, in accordance with the terms of this Indenture and such SecuritiesNotes. (2b) In the event of an election to have Section 13.02 8.02 hereof apply to any Securities or any series of Securities, as the case may beoutstanding Notes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (Bii) since the date of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case (Ai) or (Bii) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities Notes and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3c) In the event of an election to have Section 13.03 8.03 hereof apply to any Securities or any series of Securities, as the case may beoutstanding Notes, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders Holders of such Securities Notes will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities Notes and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5d) No event which is, Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities the outstanding Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), after giving effect thereto or at any time on or prior to the 90th 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th 91st calendar day). (6e) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming for the purpose of this clause (e) that all Notes are in default within the meaning of such Act). (f) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7g) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. (8) h) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 13.2 or Section 13.03 13.3 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited irrevocably with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 6.9 and agrees to comply with the provisions of this Article 13 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, , (A) money cash in currency of the United States of America in an amount, or or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money an amount in an amountcash, or or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 13.2 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in either case clause (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 13.3 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(55.1(5) and 6.01(a)(6(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) 8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 14.02 or Section 13.03 14.03 to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Outstanding Securities of such Securitiesseries, (A) money in an amount, or (B) U.S. Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such Securities series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable federal U.S. Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Securities of such Securities series and will be subject to federal U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such Securities series and will be subject to federal U.S. 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. (4) The In the case of an election under Section 14.02 or Section 14.03, the Company shall have delivered to the Trustee an Officers’ Certificate Opinion of Counsel or an advance tax ruling from the Canada Revenue Agency to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Holders of the Outstanding Securities of the same seriessuch series will not recognize income, if then listed on any securities exchange, will be delisted gain or loss for Canadian federal income tax purposes as a result of such depositDefeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same time as would have been the case if such Defeasance or Covenant Defeasance, as the case may be, had not occurred. (5) No Event of Default or event which is, or that (after notice or lapse of time or both both) would become, become an Event of Default with respect to such Securities or any other Securities 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 6.01(a)(55.01(5) and 6.01(a)(6(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such SecuritiesHolders, (A) money in an amountU.S. legal tender, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, 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 TrusteeIssuer, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities the Notes on the respective Stated Maturitiesstated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the Trustee must have a valid, perfected, exclusive security interest in accordance with the terms of this Indenture and such Securities.trust, (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Legal Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or ruling, or (Bb) since the date of this Indenturehereof, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion this Opinion of Counsel shall confirm that, the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred, (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and the Covenant Defeasance were had not to occur.occurred, (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of no Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not other than a Default resulting from the borrowing of funds to be deemed satisfied until after applied to such 90th daydeposit and the grant of any Lien securing such borrowing)., (65) Such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Parent or any of its Subsidiaries is a party or by which it the Parent or any of its Subsidiaries is bound., (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (1) (with respect to such Defeasance or Covenant Defeasance the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the obligations of the Issuer and the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1i) The Company the Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by Section 7.09 and agrees of this Indenture who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereofObligations, in each case such 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 selected by the TrusteeIssuers, to pay and dischargethe principal of, premium, if any, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargeLiquidated Damages, the principal of and any premium if any, and interest on such Securities due on the respective outstanding Notes on the Stated Maturities, in accordance with Maturity or on the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, applicable Redemption Date as the case may be, of such principal, premium, if any, or interest on the Company outstanding Notes; (ii) in the case of Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions) confirming that (A) the Company has Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such Opinion of Counsel in the United States (which opinion may be subject to customary assumptions and exclusions) shall confirm that, that the holders Holders of such Securities the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (3iii) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company Mediacom shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect that Trustee confirming that, subject to customary assumptions and exclusions, the holders Holders of such Securities the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Defeasance or Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income such tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Defeasance or Covenant Defeasance were had not to occur.occurred; (4iv) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6)or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).deposit; (6v) Such such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than this Indenture) to which the Company Issuers is a party or by which it the Issuers is bound.; (7vi) Such Mediacom shall have delivered to the Trustee an Opinion of Counsel to the effect that, (A) as of the date of such opinion and subject to customary assumptions and exclusions 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 U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders and (B) such Defeasance or Covenant Defeasance shall Defeasance, as the case may be, will not result in require registration of the Issuers, the Trustee or the trust arising from such deposit constituting an investment company within the meaning of fund under the Investment Company Act unless such trust shall be registered under such of 1940, as amended or the Investment Advisors Act or exempt from registration thereunder.of 1940, as amended; (8) vii) The Company Issuers shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; (viii) The Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent with respect provided for or relating to such the Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (ix) The Issuers shall have delivered to the Trustee the opinion of a nationally recognized firm of independent public accountants stating the matters set forth in paragraph (i) above.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following paymentscash, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amountUnited States dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeamounts as will be sufficient (without reinvestment), to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Defeased Notes on the respective Stated Maturities, Maturity or relevant Redemption Date in accordance with the terms of this Indenture and such Securities.the Notes; (2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; (3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (4) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating from Debevoise & Xxxxxxxx or other counsel in the United States to the effect that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (By) since the date of this IndentureIssue Date, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm to the effect that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such depositDefeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, Defeasance lost or stolen and discharge were that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to occur.the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company; (35) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel from Debevoise & Xxxxxxxx or other counsel in the United States to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; and (46) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect provided for in this Section 1204 relating to such either the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact. From and after the time of any deposit pursuant to clause (1) of the first paragraph of this Section 1204, the money or U.S. Government Obligations so deposited shall not be subject to the rights of the holders of Senior Indebtedness of the Company pursuant to the subordination provisions of Article XIV or Article XV.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.2 or Section 13.03 4.3 to any Securities or any series of the Outstanding Securities, as the case may be: (1a) The with reference to Section 4.2 or 4.3, the Company shall has irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Securities of such Securities, series (Ai) money cash in an amount, or (Bii) direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations which through the scheduled payment of Obligations"), maturing as to principal and interest interest, if any, at such times and in respect thereof in accordance with their terms such amounts as will provide, not later than one day before insure the due date availability of any payment, money in an amountcash, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.payable; (2b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Defeasance under Section 4.2, the Company shall have has delivered to the Trustee an Opinion of Counsel stating based on the fact that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) y), since the date of this Indenturehereof, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance under Section 4.3, the Company shall have has delivered to the Trustee an Opinion of Counsel to the effect that that, and such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; (4d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound.; and (7e) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance contemplated by this provision have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall will be the conditions to the application of either Section 13.02 5.02 or Section 13.03 5.03 to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 7.09 10.08 and agrees to comply with the provisions of this Article V applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Outstanding Securities of such Securities, series (Ai) money in an amount, or (Bii) U.S. Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, without reinvestment, not later than one day before the due date of any payment, money in an amount, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge, and which shall will be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such Securities series on the respective Stated MaturitiesMaturities or on any earlier date or dates on which the Securities of such series shall be subject to redemption and the Company shall have given the Trustee irrevocable instructions satisfactory to the Trustee to give notice to the Holders of the redemption of the Securities of such series, all in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (2b) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be5.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating (from a counsel who shall not be an employee of the Company) to the effect that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (Bii) since the date of this Indenture, Indenture there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance Defeasance, and discharge to be effected with respect to the Securities of such Securities series and will be subject to federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit, Defeasance Defeasance, and discharge were not to occur. (3c) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be5.03, the Company shall have delivered to the Trustee an Opinion of Counsel (from a counsel who shall not be an employee of the Company) to the effect that the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such Securities series and will be subject to federal income tax on the same amount, in the same manner manner, and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4d) The Company shall have delivered to the Trustee an Officers’ Opinion of Counsel (from a counsel who shall not be an employee of the Company) stating that the defeasance trust does not violate the Investment Company Act of 1940. (e) The Company shall have delivered to the Trustee the opinion of a nationally recognized independent public accounting firm certifying the sufficiency of the amount of the moneys, U.S. Government Obligations, or a combination thereof, placed on deposit to pay, without regard to any reinvestment, the principal of and any premium and interest on the Securities on the Stated Maturity thereof or on any earlier date on which the Securities shall be subject to redemption as to which the Company has given irrevocable instructions satisfactory to the Trustee to give notice to the Holders of the redemption of the Securities of such series, all in accordance with the terms of this Indenture and the Securities of such series. (f) The Company shall have delivered to the Trustee an Officer's Certificate (i) stating that the deposit was not made by the Company with the intent of preferring the holders of the Securities over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others, and (ii) to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same such series, if then listed on any securities exchange, will not be delisted solely as a result of such deposit. (5g) No event which is, Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities 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 6.01(a)(58.01(a)(vii) and 6.01(a)(6(viii), at any time on or prior to the 90th 124th calendar day after the date of such deposit (it being understood that this condition shall will not be deemed satisfied until after such 90th 124th calendar day). (6h) Such Defeasance or Covenant Defeasance shall will not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (i) Such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7j) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1402 or Section 13.03 1403 to any Securities or any series of Securities, as the case may beNotes: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 709 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, payments and specifically pledged as security for, and dedicated solely to, to the benefits benefit of the holders Holders of such SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities Notes on the respective Stated MaturitiesMaturities or Redemption Date, as applicable, in accordance with the terms of this the Indenture and such SecuritiesNotes. (2) In the event of an election to have Section 13.02 1402 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Supplemental Indenture, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities Notes and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1403 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities Notes and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesNotes, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5601(7) and 6.01(a)(6)(8), at any time on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th 121st day), other than a Default resulting from the borrowing of funds to be applied to such deposit. (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act. (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than the Indenture) to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance 8) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not result in cause either the Trustee or the trust arising from such deposit constituting an investment company within the meaning of so created to be subject to the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderAct. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 8.2 or Section 13.03 8.3 hereof to the outstanding Securities of any Securities or any series Series of Securities, as the case may be: (1) The Company shall irrevocably have the Corporation has deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds other qualifying trustee, in trust for the purpose of making the following paymentstrust, specifically pledged as security for, for and dedicated solely to, to the benefits benefit of the holders Holders of such Securities, the Securities of that Series: (A) money in an amountU.S. dollars, or (B) U.S. Government Obligations or (C) a combination thereof, which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide, provide not later than one day before the opening of business on the due date dates of any payment, money in an amount, or payment of principal of (C) a combination thereof, in each case sufficientor, in the opinion case of a nationally recognized firm Discounted Security of independent public accountants expressed that Series, the portion thereby specified in a written certification thereof delivered to the Trustee, terms of such Security) and interest on the Securities of that Series lawful money of the United States in an amount sufficient to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such the Securities of that Series on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities.of the Securities of that Series; (2) In the event of an election to have Section 13.02 apply to defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under any Securities material agreement or any series instrument (other than this Indenture or the applicable Series of Securities, as ) to which the Corporation is a party or is bound; (3) in the case may beof defeasance, the Company Corporation shall have delivered to the Trustee an Opinion of Counsel stating that reasonably acceptable to the Trustee confirming that: (Ai) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling or ruling; or (Bii) since the issue date of that particular Series of Securities under this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) case, to the effect that, and based thereon on such opinion ruling or change the Opinion of Counsel shall confirm that, the holders Holders of such the Securities of the applicable Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Defeasance and discharge were the defeasance had not to occur.occurred; (34) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company Corporation shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the holders Holders of such the Securities of the applicable Series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were the covenant defeasance had not to occur. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.occurred; (5) No event which isno Event of Default with respect to the Securities of the applicable Series shall have occurred and be continuing on the date of the deposit into trust (other than an Event of Default resulting from the incurrence of Debt to be applied to such deposit or the grant of any Lien to secure such Debt); and, solely in the case of defeasance, no Event of Default arising from specified events of bankruptcy, insolvency, or after reorganization with respect to the Corporation or Default which with notice or lapse of time or both would become, become such an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at during the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time period ending on or prior to the 90th 91st day after the date of such the deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).into trust; and (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company Corporation shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent to the defeasance or covenant defeasance, as the case may be, have been satisfied. Notwithstanding the foregoing, the Opinion of Counsel required by clause (3) above with respect to a defeasance need not to be delivered if all Securities not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at the maturity date of such Defeasance or Covenant Defeasance have been complied withSecurity within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 8.2 or Section 13.03 8.3 to any Securities the outstanding Notes: In order to exercise either defeasance or any series of Securities, as the case may becovenant defeasance: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such Securities, Notes: (A) money in an amount, or (B) Government Obligations U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, amount or (C) a combination thereof, in each case sufficientsufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal of and any premium premium, if any, and interest on such Securities Notes on the respective Stated MaturitiesMaturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Securities.Notes; (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax lawlaw (whether by statute or judicial precedent), in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance defeasance and discharge to be effected with respect to such Securities Notes and 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, Defeasance defeasance and discharge were not to occur.; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance covenant defeasance to be effected with respect to such Securities Notes and will be subject to 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 covenant defeasance were not to occur.; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities the outstanding Notes shall have occurred and be continuing at the time of such deposit or, with regard after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior be applied to the 90th day after the date of such deposit and the grant of any Lien to secure such borrowing); (it being understood that this condition 5) such defeasance or covenant defeasance shall not be deemed satisfied until after such 90th daycause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA).; (6) Such Defeasance such defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or material instrument for borrowed money, pursuant (other than this Indenture) to which in excess of $100,000,000 principal amount is then outstanding, to which Holdings or the Company Issuer is a party or by which it Holdings or the Issuer is bound.; and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance defeasance or Covenant Defeasance covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1402 or Section 13.03 1403 to any Securities or any series of Securities, as the case may beNotes: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 709 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, payments and specifically pledged as security for, and dedicated solely to, to the benefits benefit of the holders Holders of such SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized bank or firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee if such deposit includes any U.S. Government Obligations, without consideration of any reinvestment of interest, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities Notes on the respective Stated MaturitiesMaturities or Redemption Date, as applicable, in accordance with the terms of this the Indenture and such SecuritiesNotes. (2) In the event of an election to have Section 13.02 1402 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Supplemental Indenture, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities Notes and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1403 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities Notes and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesNotes, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5601(7) and 6.01(a)(6)(8), at any time on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th 121st day), other than a Default resulting from the borrowing of funds to be applied to such deposit. (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act. (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than the Indenture) to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance 8) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not result in cause either the Trustee or the trust arising from such deposit constituting an investment company within the meaning of so created to be subject to the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderAct. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 14.02 or Section 13.03 14.03 to any Securities or any series of Securities, as the case may be: (1i) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amountmoney, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amountmoney, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, an amount sufficient to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities due on or before the respective Stated MaturitiesMaturities or the Redemption Date, in accordance with the terms of this Indenture and such Securities; provided that the Company shall deliver to the Trustee an opinion of a nationally recognized firm of independent public accountants expressed in a written certification, as to the sufficiency of deposits made by the Company pursuant to this Section. (2ii) In the event of an election to have Section 13.02 14.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in the case of either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3iii) In the event of an election to have Section 13.03 14.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5iv) No event which is, or after notice or lapse of time or both would become, an Event of Default or default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(55.01(i) and 6.01(a)(6(ii), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6v) No default in the payment of principal of, premium, if any, or interest if any, on any Senior Indebtedness has occurred and is continuing at the time of such deposit, or an event of default on any Senior Indebtedness then exists and has resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date it otherwise would have become due and payable. (vi) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, money to which the Company is a party or by which it is bound. (7vii) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such the Investment Company Act or exempt from registration thereunder. (8) viii) If such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. (ix) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 hereof to any Securities or any series of the outstanding Securities, as the case may be: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2b) In the event of an election to have Section 13.02 9.02 hereof apply to any Securities or any series of the outstanding Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (Bii) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (Ai) or (Bii) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to United States federal income tax on in the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3c) In the event of an election to have Section 13.03 9.03 hereof apply to any Securities or any series of the outstanding Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to United States federal income tax on in the same amount, in the same manner and at the same times as would be the case if such deposit and deposit, Covenant Defeasance and discharge were not to occur. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5d) No event which is, Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other the outstanding Securities shall have occurred and be continuing at the time of such deposit or, with regard (other than a Default or Event of Default resulting from the borrowing of funds to any be applied to such event specified in Sections 6.01(a)(5deposit) after giving effect thereto or and 6.01(a)(6), no Default or Event of Default under Section 6.01(g) or 6.01(h) shall have occurred at any time on or prior to the 90th 91st day after the date of such deposit and be continuing on such 91st day (it being understood that this condition shall not be deemed satisfied until after such 90th 91st day). (6e) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming for the purpose of this clause (e) that all Securities are in default within the meaning of such Act). (f) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company or the Guarantor is a party or by which it is bound. (7g) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act act or exempt from registration thereunder. (8) h) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.02 or Section 13.03 4.03 to any the Defeased Securities or any series of Securities, as the case may bea series: (1) The Company shall must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such the applicable series of Securities, (A) money cash in an amountU.S. dollars, non-callable Government Securities, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereofof cash in U.S. dollars and non-callable Government Securities, in each case amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in accountants, to pay the principal of, or interest and premium, if any, on the Outstanding Securities on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether such Securities are being defeased to Maturity or to a written certification thereof particular Redemption Date and, if such Securities are being defeased to a particular Redemption Date, the Company must have delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal an irrevocable notice of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.redemption; (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be4.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturehereof, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel in the United States shall confirm that, the holders Holders of such the Outstanding Securities will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Defeasance and discharge were defeasance had not to occur.occurred; (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be4.03, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the Outstanding 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 amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (4) No Default or Event of Default shall have occurred and be continuing on either (a) on the date of such deposit or (b) insofar as Section 5.01(e) or Section 5.01(f) are concerned, at any time in the period ending on the 123rd day after the date of deposit; (5) Such defeasance or 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 of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) The Company must have delivered to the Trustee an Opinion of Counsel to the effect that the holders creation of such Securities the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in effect of Section 547 of the same manner U.S. Bankruptcy Code or Section 15 of the New York Debtor and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.Creditor Law; (47) The Company shall must have delivered to the Trustee an Officers’ Certificate to stating that the effect that it has been informed deposit was not made by the relevant securities exchange(s) that neither such Securities nor any other Securities Company with the intent of preferring the Holders of the same series, if then listed on any securities exchange, will be delisted as a result applicable Securities over the other creditors of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance with the intent of defeating, hindering, delaying or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning defrauding creditors of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.others; and (8) The Company shall have delivered must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 4.02 or Covenant Defeasance the covenant defeasance under Section 4.03 (as the case may be) have been complied with. Opinions of Counsel required to be delivered under this Section 4.04 shall be in form and substance reasonably satisfactory to the Trustee and may have qualifications customary for opinions of the type required and counsel delivering such opinions may rely on certificates of the Company or government or other officials customary for opinions of the type required, which certificates shall be limited as to matters of fact, including that various financial covenants have been complied with. Notwithstanding any other provisions of this Article IV, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions and limitations which may be imposed by the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 7.02 or Section 13.03 7.03 of this Supplemental Indenture to any Securities or any series of Securities, as the case may beOutstanding Notes: (1a) The the Company shall must irrevocably have deposited deposit or caused cause to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such SecuritiesNotes, (A) money cash in an amountUnited States dollars, U.S. Government Obligations, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in or a written certification thereof delivered to the Trusteenationally recognized investment banking firm, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, discharge the principal of and any premium of, premium, if any, and interest on such Securities Outstanding Notes on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.Maturity; (2b) In in the event case of an election to have under Section 13.02 apply to any Securities or any series 7.02 of Securities, as the case may bethis Supplemental Indenture, the Company shall have delivered to the Trustee an Opinion of Counsel from independent counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (B) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel from independent counsel in the United States shall confirm that, the holders Holders of such Securities Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, such Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (3c) In in the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be7.03, the Company shall have delivered to the Trustee an Opinion of Counsel from independent counsel in the United States to the effect that the holders Holders of such Securities Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; (4d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of with respect to such deposit or, with regard to any such event specified in Sections 6.01(a)(5Notes either (a) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that other than a Default or Event of Default solely resulting from the borrowing of funds to be applied to such deposit); or (b) insofar as clauses (e) and (f) of Section 7.01 of the Base Indenture (as amended pursuant to Section 6.01(c) of this condition shall not be deemed satisfied until Supplemental Indenture) are concerned, at any time during the period ending on the 91st day after such 90th day).the date of deposit; (6e) Such such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default Default under, the Indenture or any indenture or other material agreement or instrument for borrowed money(other than, pursuant to which the extent set forth in excess of $100,000,000 principal amount is then outstandingclause (d) above, the Indenture) to which the Company or any Guarantor is a party or by which it is bound.; (7f) Such such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.; (8) The g) the Company shall have delivered to the Trustee an OfficersOpinion of Counsel from independent counsel in the United States to the effect that after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (h) 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 Trustee, Holders of such Notes or any Subsidiary Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any Guarantor or others; and (i) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel from independent counsel in the United States, each stating that all conditions precedent with respect relating to such either the Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.4 or Section 13.03 4.5 to any the then Outstanding Securities of or any series of Securities, as the case may bewithin a series: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 6.9 who shall agree to comply with the provisions of this Article Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such sections also a "Trustee") as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities.Holders of (2b) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be4.4, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (By) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such the Outstanding Securities and any interest coupons appertaining thereto will not recognize gain or loss for federal Federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (3c) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be4.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such the Outstanding Securities and any interest coupons appertaining thereto will not recognize gain or loss for federal Federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (4d) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesSecurities, if then listed on any securities exchangeexchange or approved for trading in any automated quotation system, will not be delisted or disapproved for such trading as a result of such deposit. (5e) At the time of such deposit: (A) no default in the payment of all or a portion of principal of (or premium, if any) or interest on any Senior Debt of the Company shall have occurred and be continuing, and no event of default with respect to -45- 54 any Senior Debt of the Company shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable and (B) no other event of default with respect to any Senior Debt of the Company shall have occurred and be continuing permitting (after notice or the lapse of time, or both) the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either Clause (A) or Clause (B) above, each such default or event of default shall have been cured or waived or shall have ceased to exist. (f) No Event of Default or event which is, or after with notice or lapse of time or both would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as subsections 5.1(g) and 6.01(a)(6)(h) are concerned, at any time during the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (6g) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (h) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7i) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be) have been complied with. (j) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless of 1940, as amended from time to time, or such trust shall be registered under such Act act or exempt from registration thereunder. (8) The k) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 3.1.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1402 or Section 13.03 1403 to any Outstanding Securities of or any series of Securities, as the case may bewithin a series: (1) The Company Corporation shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securities, (A) money an amount (in an amountsuch Currency in which such Securities are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any paymentpayment of principal (including any premium) and interest, if any, under such Securities, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of (and any premium premium, if any, on) and interest on such Outstanding Securities on the respective Stated MaturitiesMaturity (or Redemption Date, if applicable) of such, principal (and premium, if any) or installment or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Corporation may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) In the event of an election to have Section 13.02 apply to any Securities No Default or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as paragraphs (6) and 6.01(a)(6)(7) of Section 501 are concerned, at any time during the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (63) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Corporation is a party or by which it is bound. (4) In the case of an election under Section 1402, the Corporation shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (5) In the case of an election under Section 1403, the Corporation shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding 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 amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The Corporation shall have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Corporation pursuant to its election under Section 1402 or 1403 was not made by the Corporation with the intent of preferring the Holders over other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others. (7) Such Defeasance or Covenant Defeasance The Corporation has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not result in cause the Trustee or the trust arising from such deposit constituting an investment company within the meaning of so created to be subject to the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderof 1940. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. (9) The Company Corporation shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1402 or Covenant Defeasance the covenant defeasance under Section 1403 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.2 or Section 13.03 4.3 to any Securities or any series of the Outstanding Securities, as the case may be: (1a) The with reference to Section 4.2 or 4.3, the Company shall has irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Securities of such Securities, series (Ai) money cash in an amount, or (Bii) direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations which through the scheduled payment of Obligations"), maturing as to principal and interest interest, if any, at such times and in respect thereof in accordance with their terms such amounts as will provide, not later than one day before insure the due date availability of any payment, money in an amountcash, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee discharge (or any such other qualifying trusteeA) to pay and discharge, the principal of and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable, and (B) any premium and interest on such Securities mandatory sinking fund payments on the respective Stated Maturities, dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Securities.series; (2b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Defeasance under Section 4.2, the Company shall have has delivered to the Trustee an Opinion of Counsel stating based on the fact that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) y), since the date of this Indenturehereof, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance under Section 4.3, the Company shall have has delivered to the Trustee an Opinion of Counsel to the effect that that, and such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit and Covenant Defeasance were had not to occur. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.occurred;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.03 or Section 13.03 9.04 hereof to any Securities or any series of the outstanding Securities, as the case may be: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such Securities, (Ai) money in an amount, or (Bii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day Business Day before the due date of any payment, money in an amount, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, discharge the principal of (premium, if any on) and any premium and installment of interest on such Securities on the respective Stated MaturitiesMaturity thereof, in accordance with the terms of this Indenture and such Securities. (2b) In the event of an election to have Section 13.02 9.02 hereof apply to any Securities or any series of the outstanding Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (Bii) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (Ai) or (Bii) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to United States federal income tax on in the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3c) In the event of an election to have Section 13.03 9.03 hereof apply to any Securities or any series of the outstanding Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to United States federal income tax on in the same amount, in the same manner and at the same times as would be the case if such deposit and deposit, Covenant Defeasance and discharge were not to occur. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5d) No event which is, Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other the outstanding Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5after giving effect thereto or and no Default or Event of Default under Section 6.01(g) and 6.01(a)(6), or 6.01(h) shall have occurred at any time on or prior to the 90th 91st day after the date of such deposit and be continuing on such 91st day (it being understood that this condition shall not be deemed satisfied until after such 90th 91st day). (6e) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming for the purpose of this clause (e) that all Securities are in default within the meaning of such Act). (f) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company or the Guarantor is a party or by which it is bound. (7g) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. (8) h) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such SecuritiesHolders, (A) money in an amountU.S. legal tender, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, 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 TrusteeIssuer, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities the Notes on the respective Stated Maturitiesstated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the Trustee must have a valid, perfected, exclusive security interest in accordance with the terms of this Indenture and such Securities.trust, (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Legal Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee confirming that: (Aa) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or ruling, or (Bb) since the date of this Indenturehereof, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion this Opinion of Counsel shall confirm that, the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred, (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and the Covenant Defeasance were had not to occur.occurred, (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of no Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not other than a Default resulting from the borrowing of funds to be deemed satisfied until after applied to such 90th daydeposit and the grant of any Lien securing such borrowing)., (65) Such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Issuer or any of its Subsidiaries is a party or by which it the Issuer or any of its Subsidiaries is bound., (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (1) (with respect to such Defeasance or Covenant Defeasance the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuer’s obligations and the obligations of Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securitiesthe Notes issued under this Indenture, (A) money cash in an amountU.S. Dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof an Advisory Firm (such opinion shall be delivered to the Trustee, and upon which the Trustee shall have no liability in relying), to pay and dischargethe principal, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Notes outstanding under this Indenture on the respective Stated Maturities, in accordance with stated maturity or on the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securitiesapplicable Redemption Date, as the case may be, and the Company Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating in the United States (upon which the Trustee shall have no liability in relying) confirming that (Aa) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (Bb) since the date of this IndentureIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the holders beneficial owners of such Securities the Notes outstanding under this Indenture will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, such Legal Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to in the effect United States (upon which the Trustee shall have no liability in relying) confirming that the holders beneficial owners of such Securities the Notes outstanding under this Indenture will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not other than a Default or Event of Default resulting from the borrowing of funds to be deemed satisfied until applied to such deposit and the granting of Security Interests in connection therewith) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after such 90th day).the date of deposit; (65) Such such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than this Indenture) to which the Company Issuer or any of the Guarantors is a party or by which it the Issuer or any of the Guarantors is bound.bound (other than that resulting from the borrowing of funds to be applied to such deposit and the granting of Security Interests in connection therewith); (6) the Issuer must deliver to the Trustee an Officer’s Certificate (upon which the Trustee shall have no liability in relying) stating that the deposit was not made by the Issuer with the intent of preferring the Holders issued under this Indenture over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel upon which the Trustee shall have the right to rely, each stating that all conditions precedent with respect provided for relating to such the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of and any premium and interest on such Securities on the respective Stated MaturitiesMaturities and (ii) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable, in each case, in accordance with the terms of this Indenture and such Securities.. 45 (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 50,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied withwith (other than the 90 day period specified in Section 13.04(5)).

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 14.02 or Section 13.03 14.03 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The Company shall irrevocably have deposited or caused to be deposited with the U.S. Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such SecuritiesOutstanding Notes, (A) money U.S. Dollars in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case amount sufficient, in the opinion of a U.S. nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the U.S. Trustee, to pay and discharge, and which shall be applied by the U.S. Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium interest and interest Installment Payments on such Securities the Notes on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securitiesthe Notes. (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be14.02, the Company shall have delivered to the U.S. Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling or (B) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable federal U.S. Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders beneficial owners of such Securities the Outstanding Notes will not recognize gain or loss for federal U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities the Notes and will be subject to federal U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be14.03, the Company shall have delivered to the U.S. Trustee an Opinion of Counsel to the effect that the holders beneficial owners of such Securities the Outstanding Notes will not recognize gain or loss for federal U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities the Notes and will be subject to federal U.S. 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. (4) The In the case of an election under Section 14.02 or Section 14.03, the Company shall have delivered to the U.S. Trustee an Officers’ Certificate Opinion of Counsel or an advance tax ruling from the Canada Revenue Agency to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities beneficial owners of the same seriesOutstanding Notes will not recognize income, if then listed on any securities exchange, will be delisted gain or loss for Canadian federal income tax purposes as a result of such depositDefeasance or Covenant Defeasance, as the case may be, and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same time as would have been the case if such Defeasance or Covenant Defeasance, as the case may be, had not occurred. (5) No Event of Default or event which is, or that (after notice or lapse of time or both both) would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard deposit. (6) Such Defeasance or Covenant Defeasance shall not cause the U.S. Trustee to any such event specified have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to default within the 90th day after the date meaning of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th dayAct). (67) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the U.S. Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1) The Company shall the Issuers must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securitiesthe Notes issued under this Indenture, (A) money cash in an amountU.S. Dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect or a combination thereof in accordance with their terms such amounts as will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof (such opinion shall be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying), to pay and dischargethe principal, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Notes outstanding under this Indenture on the respective Stated Maturities, in accordance with stated maturity date or on the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securitiesapplicable optional redemption date, as the case may be, and the Company Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating in the United States (upon which the Trustee shall have no liability in relying) confirming that (Aa) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the holders Holders of such Securities the Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, such Legal Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel to in the effect United States (upon which the Trustee shall have no liability in relying) confirming that the holders Holders of such Securities the Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not other than a Default or Event of Default resulting from the borrowing of funds to be deemed satisfied until applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after such 90th day).the date of deposit; (65) Such such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, under any indenture or other material agreement or instrument for borrowed money, pursuant (other than this Indenture) to which in excess Parent or any of $100,000,000 principal amount is then outstanding, to which the Company its Restricted Subsidiaries is a party or by which it Parent or any of its Restricted Subsidiaries is bound.; (6) the Issuers must have delivered to the Trustee an Opinion of Counsel (upon which the Trustee shall have no liability in relying) to the effect that assuming no intervening bankruptcy of any Issuer or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 91st day following the deposit, the trust funds will not be subject to the effect of applicable Bankruptcy Law; (7) Such Defeasance or Covenant Defeasance the Issuers must deliver to the Trustee an Officers’ Certificate (upon which the Trustee shall have no liability in relying) stating that the deposit was not result in made by the trust arising from such deposit constituting an investment company within Issuers with the meaning intent of preferring the Holders of Notes issued under this Indenture over the other creditors of the Investment Company Act unless such trust shall be registered under such Act Issuers with the intent of defeating, hindering, delaying or exempt from registration thereunder.defrauding creditors of the Issuers or others; and (8) The Company shall have delivered the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (upon which the Trustee shall have no liability in relying), each stating that all conditions precedent with respect provided for relating to such the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee or Paying Agent (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Governmental Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6f) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7g) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 13.2 or Section 13.03 13.3 to any Securities or any series of Securities, as the case may bethen Outstanding Notes: (1a) The Company Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such SecuritiesNoteholders, (Ai) money in an amountU.S. dollars, or (Bii) Government Obligations U.S. government obligations or (iii) a combination thereof, in an amount which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and each installment of interest on such Securities (including Additional Amounts) on the respective Stated Maturities, Notes on the Maturity Date of such principal of or installment of interest (including Additional Amounts) in accordance with the terms of this Indenture and such Securitiesthe Notes and all amounts owing or to become owing to the Trustee in accordance with this Indenture. (2b) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be13.2, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling ruling, or (Bii) since the date of this Indenture, Indenture there has been a change in the applicable federal United States Federal income tax lawlaw or the interpretation thereof, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities Noteholders will not recognize gain or loss for United States federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to such Securities and will be subject to federal United States Federal income tax on the same amount, in the same manner and at the same times time as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (3c) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be13.3, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities Noteholders will not recognize gain or loss for United States federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal United States Federal income tax on the same amount, in the same manner and at the same times time as would be have been the case if such deposit and Covenant Defeasance were had not to occuroccurred. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5d) No event which is, Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as subsections 7.1 (i) and 6.01(a)(6)(j) inclusive are concerned, at any time during the period ending on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (6e) Such Defeasance or Covenant Defeasance shall not (i) cause the Trustee to have a conflicting interest for the purposes of the Trust Indenture Act with respect to any securities of the Issuer or (ii) result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Issuer is a party or by which it is bound. (7f) The Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that payment of amounts deposited in trust with the Trustee as provided in clause (a) hereof will not be subject to future taxes, duties, fines, penalties, assessments or other governmental charges imposed, levied, collected, withheld or assessed by, within or on behalf of a Taxing Jurisdiction, except to the extent that Additional Amounts in respect thereof shall have been deposited in trust with the Trustee as provided in clause (a) hereof. (g) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for relating to either the Defeasance under Section 13.2 or the Covenant Defeasance under Section 13.3, as the case may be, have been complied with. (h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderof 1940, as amended. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1202 or Section 13.03 1203 to any the then Outstanding Securities or any series of Securities, as the case may beapplicable series: (1) The Company shall irrevocably have deposited or caused to be deposited deposited, as the case may be, with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 609 who shall agree to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securitiesall Outstanding Securities of the applicable series, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of (and any premium premium, if any, and Additional Amounts, if any) and each installment of interest on such the applicable series of Securities on the respective Stated MaturitiesMaturity of such principal of (and premium, if any, and Additional Amounts, if any) or installment of interest in accordance with the terms of this Indenture and of such series of Securities. (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be1202, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (By) since the date of this Indenture, Indenture there has been a change in the applicable federal United States Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Outstanding Securities with respect to such series of Securities will not recognize gain or loss for federal United States Federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to such Securities and will be subject to federal United States Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1203, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such the Outstanding Securities of the applicable series will not recognize gain or loss for federal United States Federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities covenant defeasance and will be subject to federal United States Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities series of the same seriesSecurities, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Event of Default or event which is, or after with notice or lapse of time or both would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as subsections 501(6) and 6.01(a)(6)(7) inclusive are concerned, at any time during the period ending on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (6) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to any securities of the Company. (7) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (78) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that payment of amounts deposited in trust with the Trustee as provided in clause (1) Such Defeasance hereof will not be subject to future Taxes, within or Covenant Defeasance on behalf the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, except to the extent that Additional Amounts in respect thereof shall not result have been deposited in trust with the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderTrustee as provided in clause (1) hereof. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1202 or Covenant Defeasance the covenant defeasance under Section 1203, as the case may be, have been complied with. (10) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act of 1940, as amended.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1) The Company shall the Issuers must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such Securitiesthe Notes issued under this Indenture, (A) money cash in an amountU.S. Dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect or a combination thereof in accordance with their terms such amounts as will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof (such opinion shall be addressed and delivered to the Trustee, and upon which the Trustee shall have no liability in relying), to pay and dischargethe principal, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Notes outstanding under this Indenture on the respective Stated Maturities, in accordance with stated maturity date or on the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securitiesapplicable optional redemption date, as the case may be, and the Company Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating in the United States confirming that (Aa) the Company has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (Bb) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the holders Holders of such Securities the Notes outstanding under this Indenture will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, such Legal Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred; (3) In in the event case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an election Opinion of Counsel in the United States confirming that the Holders of the Notes outstanding under this Indenture 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 amounts, in the same manner and at the same times as would have Section 13.03 apply been the case if such Covenant Defeasance had not occurred; (4) 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) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any Securities time in the period ending on the 91st day after the date of deposit; (5) such Legal Defeasance or 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 Parent or any series of Securities, as its Restricted Subsidiaries is a party or by which Parent or any of its Restricted Subsidiaries is bound; (6) the case may be, the Company shall Issuers must have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of any Issuer or any Guarantor between the holders date of such Securities will not recognize gain or loss for federal income tax purposes as a result of deposit and the 91st day following the deposit and Covenant Defeasance to be effected with respect to such Securities and assuming that no Holder is an “insider” of an Issuer under applicable Bankruptcy Law, after the 91st day following the deposit, the trust funds will not be subject to 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.effect of applicable Bankruptcy Law; (47) The Company shall have delivered the Issuers must deliver to the Trustee an Officers’ Certificate to stating that the effect that it has been informed deposit was not made by the relevant securities exchange(s) that neither such Securities nor any Issuers with the intent of preferring the Holders of Notes issued under this Indenture over the other Securities creditors of the same seriesIssuers with the intent of defeating, if then listed on any securities exchangehindering, will be delisted as a result of such deposit. (5) No event which is, delaying or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning defrauding creditors of the Investment Company Act unless such trust shall be registered under such Act Issuers or exempt from registration thereunder.others; and (8) The Company shall have delivered the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such the Legal Defeasance or the Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1402 or Section 13.03 1403 to any Securities or any series of Securities, as the case may beNotes: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 709 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, payments and specifically pledged as security for, and dedicated solely to, to the benefits benefit of the holders Holders of such SecuritiesNotes, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities Notes on the respective Stated MaturitiesMaturities or Redemption Date, as applicable, in accordance with the terms of this the Indenture and such SecuritiesNotes. (2) In the event of an election to have Section 13.02 1402 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this the Indenture, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities Notes and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1403 apply to any Securities or any series of Securities, as the case may beNotes, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities Notes and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesNotes, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities Notes shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5601(7) and 6.01(a)(6)(8), at any time on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th 121st day), other than a Default resulting from the borrowing of funds to be applied to such deposit. (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act. (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than the Indenture) to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance 8) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not result in cause either the Trustee or the trust arising from such deposit constituting an investment company within the meaning of so created to be subject to the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunderAct. (8) 9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of and any premium and interest on such Securities on the respective Stated MaturitiesMaturities and (ii) any mandatory sinking fund payments applicable to such Securities on the day on which such payments are due and payable, in each case, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 50,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied withwith (other than the 90 day period specified in Section 13.04(5)).

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1301 or Section 13.03 1302 to the Securities of any Securities or any series of Securities, as the case may beSeries: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or which term, for purposes of this Article, shall also refer to another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 609 who shall agree to comply with the applicable provisions of this Article applicable to itArticle) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, Securities (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms terms, and with no further reinvestment, will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, discharge the principal of (and any premium premium, if any) and interest on such Securities on at or before the respective Stated Maturities, Maturity thereof (and to redeem any Sinking Fund Securities required to be redeemed prior to such payment and discharge) in accordance with the terms of this Indenture and such Securities. Notwithstanding the foregoing, in the case of any Redeemable Securities which are to be redeemed prior to their respective Stated Maturities, no deposit under this paragraph shall be deemed sufficient to pay and discharge such Securities as aforesaid until proper notice of such redemption shall have been given in accordance with Article XI of this Indenture or irrevocable instructions shall have been given to the Trustee to give such notice. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the The Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the such deposit, Defeasance and discharge to be effected with respect to such Securities or Covenant Defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were or Covenant Defeasance had not to occuroccurred. (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to 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. (4) The Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesSecurities, if then listed on any securities exchange, will not be delisted as a result of such deposit. (54) No Event of Default or event which is, or after with notice or lapse of time or both would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to insofar as any such event specified described in Sections 6.01(a)(5Section 501(5) and 6.01(a)(6or (6), at any time on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day)deposit. (65) Such deposit, Defeasance or Covenant Defeasance discharge shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (76) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless of 1940, as amended, or such trust shall be registered qualified under such Act act or exempt from registration regulation thereunder. (7) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest under the TIA with respect to any Securities of the Company or any guarantor. (8) The Company shall have delivered to the Trustee (i) an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance Defeasance, discharge or Covenant Defeasance deposit have been complied with, and (ii) an Opinion of Counsel stating that all conditions precedent provided for relating to such Defeasance, discharge or deposit have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.4 or Section 13.03 4.5 to any the then Outstanding Securities of or any series of Securities, as the case may bewithin a series: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 6.9 who shall agree to comply with the provisions of this Article Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such sections -51- 60 also a "Trustee") as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of such SecuritiesSecurities and any interest coupons appertaining thereto, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, an amount sufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof opinion with respect thereto delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (x) the principal of (premium, if any) and each installment of interest, if any, on the outstanding Securities and any premium interest coupons appertaining thereto on the Stated Maturity of such principal or installment of interest and interest on (y) any mandatory sinking fund payments applicable to such Securities on the respective Stated Maturities, day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and any interest coupons appertaining thereto. (2b) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be4.4, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (By) since the date of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such the Outstanding Securities and any interest coupons appertaining thereto will not recognize gain or loss for federal Federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit, Defeasance defeasance and discharge were had not to occuroccurred. (3c) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be4.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such the Outstanding Securities and any interest coupons appertaining thereto will not recognize gain or loss for federal Federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occuroccurred. (4d) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesSecurities, if then listed on any securities exchangeexchange or approved for trading in any automated quotation system, will not be delisted or disapproved for such trading as a result of such deposit. (5e) At the time of such deposit: (A) no default in the payment of all or a (f) No Event of Default or event which is, or after with notice or lapse of time or both would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as subsections 5.1(g) and 6.01(a)(6)(h) are concerned, at any time during the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod). (6g) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (h) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7i) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be) have been complied with. (j) Such Defeasance defeasance or Covenant Defeasance covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of as defined in the Investment Company Act unless of 1940, as amended from time to time, or such trust shall be registered under such Act act or exempt from registration thereunder. (8) The k) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied within connection therewith as contemplated by Section 3.1.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 15.02 or Section 13.03 15.03 to the Outstanding Securities of any Securities or any series of Securities, as the case may beDefeasible Series: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which that satisfies the requirements contemplated by Section 7.09 6.09 and agrees to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Outstanding Securities of such Securitiesseries, (A) money in an amountamount (in such Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (B) U.S. Government Obligations which that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trusteeTrustee) to pay and discharge, the principal of (and any premium premium, if any) and interest interest, if any, on the Securities of such Securities series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (2) In the event case of an election to have under Section 13.02 apply to any Securities or any series of Securities, as the case may be15.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenturefirst set forth hereinabove, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Securities of such Securities series and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be15.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of the Outstanding Securities of such Securities series will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such Securities series and will be subject to federal 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. (4) The Company shall have delivered to the Trustee an Officers’ ' Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Event of Default or event which is, or that (after notice or lapse of time or both both) would become, become an Event of Default with respect to such Securities or any other Securities 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 6.01(a)(55.01 (6) and 6.01(a)(6(7), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day), . (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act. (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) 8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act qualified or exempt from registration regulation thereunder. (8) 9) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 8.04 or Section 13.03 8.05 to any Securities or any a series of outstanding Securities, as the case may be:. (1a) The Company shall have irrevocably have deposited or caused to be deposited with the Trustee Trustee, in trust, (i) sufficient funds in the currency or currency unit in which the Securities of such series are denominated to pay the Principal of and interest to Stated Maturity (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to itredemption) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely toon, the benefits of the holders Securities of such Securities, (A) money in an amountseries, or (Bii) Government Obligations which through the scheduled payment such amount of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amountdirect obligations of, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, obligations the principal of and interest on which are fully guaranteed by, the government which issued the currency in which the Securities of such series are denominated, and which are not subject to prepayment, redemption or call ("Qualified Government Obligations"), as will, together with the ---------------------------------- predetermined and certain income to accrue thereon without consideration of any premium reinvestment thereof, be sufficient to pay when due the Principal of, and interest on to Stated Maturity (or redemption) on, the Securities of such Securities on series, or (iii) any combination of funds in the respective Stated Maturitiescurrency or currency unit specified in (i) and Qualified Government Obligations, in accordance as will, together with the terms predetermined and certain income to accrue thereon without consideration of this Indenture any reinvestment thereof, be sufficient to pay when due the Principal of, and interest to Stated Maturity (or redemption) on, the Securities of such Securities.series; (2b) In The Company shall (i) have delivered an Opinion of Counsel that the event Holders of an election the Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance, and will be subject to have Section 13.02 apply to any Securities tax in the same manner as if no defeasance and discharge or any series of Securitiescovenant defeasance, as the case may be, had occurred or (ii) in the case of an election under Section 8.04 the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this IndentureIndenture was first executed, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the holders Holders of such outstanding Securities of that particular series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.defeasance; and (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may beIf applicable, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of such Securities funds deposited pursuant to Section 8.06(a) will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same amount, rights of the holders of "Senior Indebtedness" as defined in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Company shall have delivered any indenture supplemental hereto applicable to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same such series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound. (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 4.2 or Section 13.03 4.3 to the Outstanding Securities of any Securities or any series of Securities, as the case may beseries: (1a) The with reference to Section 4.2 or 4.3, the Company shall has irrevocably have deposited or caused to be irrevocably deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders Holders of Securities of such Securities, series (Ai) money cash in an amount, or (Bii) direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations which through the scheduled payment of Obligations"), maturing as to principal and interest interest, if any, at such times and in respect thereof in accordance with their terms such amounts as will provide, not later than one day before insure the due date availability of any payment, money in an amountcash, or (Ciii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee discharge (or any such other qualifying trusteeA) to pay and discharge, the principal of and interest, if any, on all Securities of such series on each date that such principal or interest, if any, is due and payable and (B) any premium and interest on such Securities mandatory sinking fund payments on the respective Stated Maturities, dates on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Securities.series; (2b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Defeasance under Section 4.2, the Company shall have has delivered to the Trustee an Opinion of Counsel stating based on the fact that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) y), since the date of this Indenturehereof, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit, Defeasance and discharge were had not to occur.occurred; (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance under Section 4.3, the Company shall have has delivered to the Trustee an Opinion of Counsel to the effect that that, and such opinion shall confirm that, the holders Holders of the Securities of such Securities series will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to United States federal income tax on the same amount, amount and in the same manner and at the same times times, as would be have been the case if such deposit and Covenant Defeasance were had not to occur.occurred; (4d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound.; and (7e) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance contemplated by this provision have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 8.2 or Section 13.03 8.3 hereof to any Securities the outstanding Notes: In order to exercise either legal defeasance or any series of Securities, as the case may becovenant defeasance with respect to outstanding Notes: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such Securities, Notes: (A) money in an amount, or (B) Government Obligations U.S. government obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, amount or (C) a combination thereof, in each case sufficientsufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal of and any premium premium, if any, and interest on such Securities Notes on the respective Stated MaturitiesMaturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Securities.Notes; (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof legal defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance defeasance and discharge to be effected with respect to such Securities Notes and 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, Defeasance defeasance and discharge were not to occur.; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance covenant defeasance to be effected with respect to such Securities Notes and 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 covenant defeasance were not to occur.; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities the outstanding Notes shall have occurred and be continuing at the time of such deposit or, with regard after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior be applied to the 90th day after the date of such deposit and the grant of any Lien to secure such borrowing); (it being understood that this condition 5) such legal defeasance or covenant defeasance shall not be deemed satisfied until after such 90th daycause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA).; (6) Such Defeasance such legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or material instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than this Indenture) to which the Company is a party or by which it the Company is bound.; and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance legal defeasance or Covenant Defeasance covenant defeasance have been complied with. In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with defeasance.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 1302 or Section 13.03 1303 to any Securities or any series of Securities, as the case may beOutstanding Notes: (1) The the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies satisfying the requirements contemplated by of Section 7.09 and agrees 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds ), in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such SecuritiesHolders, (A) money cash in an amountUnited States dollars, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case such 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 the Trustee, to pay and dischargedischarge the principal of, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and dischargepremium, the principal of and any premium if any, and interest on such Securities the Outstanding Notes on the respective Stated Maturities, in accordance with Maturity or on an optional redemption date (such date being referred to as the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities"Defeasance Redemption Date"), as the case may be, if in the case of a Defeasance Redemption Date prior to electing to exercise either defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the Outstanding Notes on such Defeasance Redemption Date; (2) in the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States stating that (Ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (By) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion of counsel in the United States shall confirm that, the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would be have been the case if such deposit, Defeasance and discharge were defeasance had not to occur.occurred; (3) In in the event case of an election to have under Section 13.03 apply to any Securities or any series of Securities, as the case may be1303, the Company shall have delivered to the Trustee an Opinion opinion of Counsel independent counsel in the United States to the effect that the holders Holders of such Securities the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were covenant defeasance had not to occur.occurred; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or, with regard to any such event specified in Sections 6.01(a)(5insofar as paragraphs (8) and (9) and 6.01(a)(6)of Section 501 hereof are concerned, at any time during the period ending on or prior to the 90th 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod).; (65) Such Defeasance such defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default Default under, this Indenture or any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company or any Subsidiary Guarantor is a party or by which it is bound.; (76) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ ' Certificate and stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes or any Subsidiary Guarantor over the other creditors of the Company or any Subsidiary Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Subsidiary Guarantor or others; and (7) the Company shall have delivered to the Trustee an Opinion of Counsel, each Officers' Certificate stating that all conditions precedent with respect provided for relating to such Defeasance either the defeasance under Section 1302 or Covenant Defeasance the covenant defeasance under Section 1303 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 1202 or Section 13.03 1203 to any Securities or any series of the Outstanding Securities, as the case may be: (1) The Company Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the holders Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of (and any premium premium, if any) and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. (2) In the event of an election to have Section 13.02 1202 apply to any Securities or any series of the Outstanding Securities, as the case may be, Issuer or the Company Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company Issuer or the Guarantor, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indentureinstrument, there has been a change in the applicable federal Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.03 1203 apply to any Securities or any series of the Outstanding Securities, as the case may be, Issuer or the Company Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities will not recognize gain or loss for federal Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal 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. (4) The Company Issuer or the Guarantor shall have delivered to the Trustee an Officers’ Officer's Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same seriesSecurities, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5501(5) and 6.01(a)(6(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Issuer is a party or by which it is bound. (7) 8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company 9) Each of the Issuer and the Guarantor shall have delivered to the Trustee an Officers’ Certificate Officer's Certificate, and the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 11.2 (Defeasance and Discharge) or Section 13.03 11.3 (Covenant Defeasance) to any Securities or any series of Securities, as the case may beNotes: (1a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust trust, for the purpose benefit of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits Holders of the holders of such SecuritiesNotes, (A) money cash in an amountU.S. Dollars or U.S. Government Obligations, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, discharge the principal of and any premium each installment of interest (and interest Additional Amounts) on such Securities Notes on the respective Stated Maturities, Maturity of such principal or installment of Interest in accordance with the terms of this Indenture and such Securities.of the Notes; (2b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (Ai) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling (that in each case applies to defeasance) or (Bii) since the date of this Indenture, Indenture there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, that the holders Holders of such Securities the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit, Defeasance defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Defeasance defeasance and discharge were had not to occur.occurred; (3c) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities the respective outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the such deposit and Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and Covenant Defeasance were or covenant defeasance had not to occur.occurred; (4d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities no Event of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No Default or event which iswith the giving of notice, or after notice or lapse of time or both satisfaction or any other condition or any combination of the foregoing would become, become an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at on the time date of such deposit or will occur as a result of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6)insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time during the period ending on or prior to the 90th 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after the expiration of such 90th dayperiod).; (6e) Such Defeasance such defeasance or Covenant Defeasance covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any securities of the Company; (f) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound.; (7g) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect provided for relating to such Defeasance either defeasance or Covenant Defeasance covenant defeasance, as the case may be, have been complied withwith and no violations under instruments or agreements governing any other outstanding Indebtedness of the Company would result as a consequence of such defeasance or covenant defeasance, as the case may be; (h) the Company has delivered to the Trustee, subject to certain exceptions set forth in this Indenture, an opinion of its Argentine counsel to the effect that after two years following the deposit, the trust funds deposited in accordance with Argentine law No. 24,441 will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under the laws of Argentina; and (i) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to the terms of this Indenture.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 13.02 8.2 or Section 13.03 8.3 hereof to any Securities the outstanding Notes of a series: In order to exercise either defeasance or any series of Securities, as the case may becovenant defeasance: (1) The Company shall the Issuer must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such Securities, Notes of a series: (A) money in an amount, or (B) Government Obligations U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, amount or (C) a combination thereof, in each case sufficientsufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal of and any premium premium, if any, and interest on such Securities series of Notes on the respective Stated MaturitiesMaturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Securities.series of Notes; (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes of a series will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance defeasance and discharge to be effected with respect to such Securities Notes and 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, Defeasance defeasance and discharge were not to occur.; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities outstanding Notes of a series will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance covenant defeasance to be effected with respect to such Securities Notes and will be subject to 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 covenant defeasance were not to occur.; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities the outstanding Notes of a series shall have occurred and be continuing at the time of such deposit or, with regard after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior be applied to the 90th day after the date of such deposit and the grant of any Lien to secure such borrowing); (it being understood that this condition 5) such defeasance or covenant defeasance shall not be deemed satisfied until after such 90th daycause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes of a series are in default within the meaning of the TIA).; (6) Such Defeasance such defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or material instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than this Indenture) to which the Company is a party or by which it the Company is bound.; and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance defeasance or Covenant Defeasance covenant defeasance have been complied with. In the event of a defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes of a series may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer’s estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with defeasance. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a defeasance need not to be delivered if all Notes of a series not therefor delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of the election pursuant to Section 13.02 8.1 of defeasance pursuant to Section 8.2 or Section 13.03 covenant defeasance pursuant to any Securities 8.3 hereof to the outstanding Notes: In order to exercise either defeasance or any series of Securities, as the case may becovenant defeasance: (1) The the Company shall must irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, to the benefits of the holders Holders of such Securities, Notes: (A) money in an amount, or (B) Government Obligations U.S. government obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, amount or (C) a combination thereof, in each case sufficientsufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the entire indebtedness in respect of the principal of and any premium premium, if any, and interest on such Securities Notes on the respective Stated MaturitiesMaturity thereof or (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Securities.Notes; (2) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the holders Holders of such Securities Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, Defeasance defeasance and discharge to be effected with respect to such Securities Notes and 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, Defeasance defeasance and discharge were not to occur.; (3) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders Holders of such Securities outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and Covenant Defeasance covenant defeasance to be effected with respect to such Securities Notes and will be subject to 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 covenant defeasance were not to occur.; (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, no Default or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities the outstanding Notes shall have occurred and be continuing at the time of such deposit or, with regard after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior be applied to the 90th day after the date of such deposit and the grant of any Lien to secure such borrowing); (it being understood that this condition 5) such defeasance or covenant defeasance shall not be deemed satisfied until after such 90th daycause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notes are in default within the meaning of the TIA).; (6) Such Defeasance such defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under, any indenture or other material agreement or material instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, (other than this Indenture) to which the Company is a party or by which it the Company is bound.; and (7) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. (8) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance defeasance or Covenant Defeasance covenant defeasance have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 13.02 9.02 or Section 13.03 9.03 to any Securities or any series of Securities, as the case may beoutstanding Notes: (1i) The Company shall the Issuer must irrevocably have deposited or caused to be deposited deposit with the Trustee (or another trustee which satisfies the requirements contemplated by Section 7.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds Trustee, in trust trust, for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits benefit of the holders of such SecuritiesHolders, (A) money in an amountU.S. legal tender, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, 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 TrusteeIssuer, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities the Notes on the respective Stated Maturitiesstated date for payment or on the Redemption Date of the principal or installment of principal of or interest on the Notes, and the Trustee must have a valid, perfected, exclusive security interest in accordance with the terms of this Indenture and such Securities.trust, (2ii) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as in the case may beof Legal Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that in the United States reasonably acceptable to the Trustee confirming that: (A1) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service Service, a ruling or ruling, or (B2) since the date of this Indenturehereof, there has been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion this Opinion of Counsel shall confirm that, the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, Legal Defeasance and discharge to be effected with respect to such Securities 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 be have been the case if such deposit, Legal Defeasance and discharge were had not to occur.occurred, (3iii) In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as in the case may beof Covenant Defeasance, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the holders of such Securities Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Covenant Defeasance to be effected with respect to such Securities 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 be have been the case if such deposit and the Covenant Defeasance were had not to occur.occurred, (4iv) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that it has been informed by the relevant securities exchange(s) that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) No event which is, or after notice or lapse of time or both would become, an Event of no Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not other than a Default resulting from the borrowing of funds to be deemed satisfied until after applied to such 90th daydeposit and the grant of any Lien securing such borrowing)., (6v) Such the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, under this Indenture or any indenture or other material agreement or instrument for borrowed money, pursuant to which in excess of $100,000,000 principal amount is then outstanding, to which the Company Issuer or any of its Subsidiaries is a party or by which it the Issuer or any of its Subsidiaries is bound., (7vi) Such Defeasance the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or Covenant Defeasance shall not result in with the trust arising from such deposit constituting an investment company within the meaning intent of the Investment Company Act unless such trust shall be registered under such Act defeating, hindering, delaying or exempt from registration thereunder.defrauding any other of its creditors or others, and (8) The Company vii) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all the conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the Opinion of Counsel, clauses (1) (with respect to such Defeasance or Covenant Defeasance the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with. If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuer’s obligations and the obligations of Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.