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 application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall each be a condition precedent to the conditions to application of either Section 14.02 12.2 or Section 14.03 12.3 to any Outstanding Securities or any series of or within a seriesSecurities, as the case may be: (a1) The Company the Corporation shall have irrevocably deposited or caused to be irrevocably deposited with the U.S. Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, : (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the case of (B) or (C), in the opinion of a 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 other qualifying trustee) to pay and discharge, (i) the principal of (of, and any premium, if anyAdditional Amounts and interest on, on) and interest, if any, on such Outstanding Securities on the applicable Stated Maturity of such principal Maturities or installment of principal or interest and (iion any Redemption Date established pursuant to Section 12.4(3) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable below, in accordance with the terms of this Indenture and of such Securities.; (b2) Such defeasance or covenant defeasance shall not result in a breach or violation ofno event which is, or constitute a default underafter notice or lapse of time or both would become, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing on at the date time of such deposit or, insofar as with regard to any such event specified in Sections 5.01(55.1(4) and 5.01(6) are concerned5.1(5), at any time during on or prior to the period ending on the 91st 90th day after the date of such deposit (deposit, it being understood that this condition shall not be deemed satisfied until after such 90th day; (3) if the expiration Securities are to be redeemed prior to the applicable Stated Maturity, other than from mandatory sinking fund payments or analogous payments, notice of such period).redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the U.S. Trustee shall have been made; (d4) In in the case of an election under Section 14.02Defeasance, the Company Corporation shall have delivered to the U.S. Trustee an Opinion of Counsel stating that confirming that, subject to customary assumptions and exclusion, (i) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, that and based thereon such opinion Opinion of Counsel shall confirm that, the Holders and beneficial owners of such Outstanding Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred.; (e5) In in the case of an election under Section 14.03Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to the effect that customary assumptions and exclusion, the Holders and beneficial owners of such Outstanding Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance Covenant Defeasance and will be subject to Federal 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 Covenant Defeasance had not occurred.; and (f6) The Company the Corporation 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 either the defeasance under Section 14.02 such Defeasance or the covenant defeasance under Section 14.03 (as the case may be) Covenant Defeasance have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a) The Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 7.09 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1i) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2ii) Government Governmental 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 schedule 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 of principal of (and premiumor, if any, onsuch defeasance or covenant defeasance is to be effected in compliance with subsection (i) and interest, if anybelow, on such Securitiesthe relevant redemption date, as the case may be, money in an amount, or (3iii) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (iA) the principal of (and premium, if any, on) ), each installment of principal of and premium, if any, interest, if any, and all Additional Amounts known to be payable at the time of such defeasance or covenant defeasance, as the case may be, on such the Outstanding Securities of such series on the Stated Maturity stated maturity of or earlier redemption date, as the case may be, with respect to such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “Government Obligations” means securities that are (bI) Such defeasance or covenant defeasance shall not result direct obligations of the government which issued the currency in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Securities of such series are denominated for the payment of which its full faith and credit is pledged or (II) obligations of a party Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which it is bound. unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (cas defined in Section 3(a)(2) No Default or Event of Default the Securities Act of 1933, as amended) as custodian with respect to any such Securities shall have occurred and be continuing Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the date account of the holder of such deposit ordepository receipt, insofar provided that (except as Sections 5.01(5required by law) and 5.01(6) are concerned, at such custodian is not authorized to make any time during deduction from the period ending on amount payable to the 91st day after the date holder of such deposit (it being understood that this condition shall not be deemed satisfied until depository receipt from any amount received by the expiration custodian in respect of such period). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on 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 14.02 4.4 or Section 14.03 4.5 to any applicable series of Securities or any Securities of such series, as the case may be: (1) either (A) with respect to all Outstanding Securities of such series or within a series: (a) The such Securities of such Series, as the case may be, with reference to this Section 4.6, the Company shall have irrevocably has deposited or caused to be irrevocably deposited with the Trustee irrevocably (or another trustee satisfying the requirements of Section 6.07 who shall agree but subject to comply with the provisions of this Article XIV applicable to it) Section 4.2 and the last paragraph of Section 10.3), as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1X) lawful money of the United States in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2Y) U.S. 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 interest and principal and interest in respect thereof in accordance with their terms will provide, provide not later than one day before the opening of business on the due date dates of any payment referred to in clause (i) or (ii) of principal this subparagraph (1)(A) lawful money of (and premium, if any, on) and interest, if any, on such Securities, money the United States in an amount, or (3z) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, discharge (i) the principal of (and premium, if any, on) and interesteach installment of principal (and premium, if any, ) and interest on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or upon optional redemption 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.; or (bB) Such defeasance the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.1, to be applicable to the Securities of such series; (2) the Company has paid or covenant defeasance shall caused to be paid all other sums payable with respect to such Securities; (3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.; (c4) No no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit orand no Event of Default under Section 5.1(5) or Section 5.1(6) or event which with the giving of notice or lapse of time, insofar as Sections 5.01(5or both, would become an Event of Default under Section 5.1(5) or Section 5.1(6) shall have occurred and 5.01(6) are concerned, at any time during the period ending be continuing 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).date; (d5) In in the case event of an election under to have Section 14.024.4 apply to any series of Securities, the Company shall have has delivered to the Trustee an Opinion of Counsel stating to the effect that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iib) since the date of execution of this Indenture, Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders of Securities of such Outstanding Securities series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (6) in the event of an election to have Section 4.5 apply to any series of Securities, 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. (e7) In if the case Securities of an election under Section 14.03that series are then listed on any domestic or foreign securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities deposit, defeasance and discharge will not recognize income, gain or loss for Federal income tax purposes as a result of cause such covenant defeasance and will Securities to 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.delisted; and (f) The 8) the Company shall have has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the Defeasance or Covenant Defeasance with respect to such Securities of any such series have been complied with and an Opinion of Counsel to the effect that either (i) as a result of such deposit and the defeasance related exercise of the Company's option under this Article, registration is not required under the Investment Company Act of 1940, as amended, by the Company, the trust funds representing such deposit or the Trustee or (ii) all necessary registrations under said Act have been effected. Any deposits with the Trustee referred to in Section 4.6(1)(A) above shall be irrevocable and shall be made under the terms of an escrow/trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon Defeasance with respect to all the Securities of a series, the terms and conditions of such securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company; provided that the Company shall not be discharged from any payment obligations in respect of Securities which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the Company under applicable law. Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements (except as provided above in this Section 4.6) of the Company under this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 14.02 or 6.5, and the covenant defeasance obligations of the Trustee under Section 14.03 (4.2 and the last paragraph of Section 10.3 shall survive with respect to such series of Securities. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in this Section 4.6 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be) have been complied with, with respect to such Securities. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1502 or Section 14.03 1503 to any Outstanding Securities of or within a series, any coupons appertaining thereto and any related Guarantee: (a) The Company Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 709 who shall agree to comply with the provisions of this Article XIV Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, any coupons appertaining thereto and any related Guarantee, (1) an amount (in such Currency currency, currencies or currency unit in which such Securities Securities, any coupons appertaining thereto and any related Guarantee are then specified as payable at Stated Maturity), or (2) Government Obligations applicable to such Securities Securities, coupons appertaining thereto and any related Guarantee (determined on the basis of the Currency currency, currencies or currency unit in which such Securities Securities, any coupons appertaining thereto and any related Guarantee 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, any coupons appertaining thereto and any related Guarantee, money in an amount, or (3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities Securities, any coupons appertaining thereto and any related Guarantee on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities Securities, any coupons appertaining thereto and any related Guarantee on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, any coupons appertaining thereto and any related Guarantee. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Issuer or the Guarantor is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities Securities, any coupons appertaining thereto and any related Guarantee shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5601(6) and 5.01(6601(7) are concerned, 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). (d) In the case of an election under Section 14.021502, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Securities, any coupons appertaining thereto and any related Guarantee will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031503, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Securities, any coupons appertaining thereto and any related Guarantee 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. (f) The Company Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1502 or the covenant defeasance under Section 14.03 1503 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Issuer’s option under Section 1502 or Section 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 Issuer or the Guarantor in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a1) The Company Issuers shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying Trustee, under the requirements terms of Section 6.07 who shall agree an irrevocable trust agreement in form and substance reasonably satisfactory to comply with the provisions of this Article XIV applicable to it) such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (money in such the Applicable Currency in which such Securities are then specified as payable at Stated Maturity)an amount, or (2B) if the Applicable Currency of such Securities is U.S. dollars, U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium and other amounts, if any, on) and interesteach installment of principal of (and premium and other amounts, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b2) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit. (3) the Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of the Securities over the other creditors of the Issuers, with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others. (4) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default underunder this Indenture, this Indenture or any other material debt agreement or instrument to which the Company an Issuer is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d5) In the case of an election under with respect to Section 14.0213.02, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel stating that either (ia) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a rulingresult of such 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 defeasance had not occurred or (iiB) since the date an Opinion of execution of this IndentureCounsel, there has been based on such ruling or on a change in the applicable Federal federal income tax lawlaw since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e6) In the case of an election under with respect to Section 14.0313.03, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f7) The Company Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Issuers in connection therewith pursuant to Section 3.01. (8) Each Issuer 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 14.02 13.02 or the covenant defeasance under Section 14.03 13.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the then Outstanding Securities of or within a any series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of the Securities of such Securitiesseries, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and of, premium, if any, on) and interest, if any, each installment of interest on such Outstanding the Securities on the Stated Maturity of such principal or installment of principal 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 the Securities of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation ofseries. For this purpose, or constitute a default under"Government Obligations" means, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency in which such Securities shall have occurred series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which its full faith and be continuing on the date credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such deposit orgovernment the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax lawwhich, in either case case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such opinion shall confirm that, the Holders holder of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result depository receipt from any amount received by the custodian in respect of the such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on 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 14.02 a Defeasance or Section 14.03 Covenant Defeasance, as applicable, to any Outstanding Securities of or within a seriesthe Notes, as the case may be: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another a successor trustee satisfying which satisfies the requirements of contemplated by Section 6.07 who shall agree 6.09 and agrees to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securitiesthe Notes, (1i) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2ii) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3iii) a combination thereof in an amount, sufficientthereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, each case sufficient 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 premium, if any, on) and interestinterest on, if any, on such Outstanding Securities Notes on the respective Stated Maturity of such principal Maturities or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments the applicable to such Outstanding Securities on the day on which such payments are due and payable Redemption Date, in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default Notes; provided that with respect to a Redemption Date, if all or a portion of the Redemption Price is based on or consists of a redemption premium that is required to be calculated based on a treasury rate or other floating or adjustable rate a specified number of days prior to such Securities Redemption Date, the amount deposited shall have occurred and be continuing on sufficient for purposes of the immediately preceding sentence to the extent that the Redemption Price so deposited is calculated using an amount equal to such premium computed using such treasury rate or other floating or adjustable rate as of such specified number of days preceding the date of such deposit deposit. As used herein, “Government Obligations” means, with respect to the Notes, securities that are (x) direct obligations of the government that issued the currency in which such Note is denominated (or, insofar if such Note is denominated in euros, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which such government’s full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as Sections 5.01(5) and 5.01(6) are concerned, at any time during the period ending on the 91st day after the date an agency or instrumentality of such deposit (it being understood that this condition shall not be deemed satisfied until government the expiration payment of which is unconditionally guaranteed as a full faith and credit obligation by such period). (d) In the case of an election under Section 14.02government, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax lawwhich, in either case case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such opinion shall confirm that, the Holders holder of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result depository receipt from any amount received by the custodian in respect of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Defeasance under Section 14.02 or 1302 and Covenant Defeasance under Section 14.03 1303 with respect to any the Outstanding Securities of or within a particular series: (a1) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit oror shall occur as a result of such deposit, insofar as Sections 5.01(5and no Default or Event of Default under clause (5) or (6) of Section 501 hereof shall occur and 5.01(6) are concernedbe continuing, 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). (d3) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (4) Such Defeasance or Covenant Defeasance shall not cause any Securities of such series then listed on any national securities exchange registered under the Exchange Act to be delisted. (5) In the case of an election under with respect to Section 14.021302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (iA) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. occurred or (eB) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel Counsel, based on such ruling or on a change in the applicable federal income tax law since the date of this Indenture, in either case to the effect that that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. (f6) The In the case of an election with respect to Section 1303, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, each stating that all conditions precedent gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to either federal income tax on the defeasance under Section 14.02 or same amounts, in the covenant defeasance under Section 14.03 (same manner and at the same times as would have been the case may be) have been complied withif such Covenant Defeasance had not occurred. (g7) Notwithstanding any other provisions of this Section 14.04, such defeasance Such Defeasance or covenant defeasance Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01301. (8) The Company 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 1302 or 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 application of either Section 14.02 405 or Section 14.03 406 to any Outstanding Securities of or within a any series: (a) The the Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Sections 404 through 410 inclusive and the last paragraph of Section 1003 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 407(a), specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, with written instructions to the Trustee as to the application thereof, (1A) money in an amount (in such Currency currency, currencies or currency unit or units in which such Securities are then specified as payable at Stated Maturity), or (2B) if Securities of such series are not subject to repayment at the option of Holders, 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 interest and 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 referred to in clause (x) or (y) of principal of (and premium, if any, on) and interest, if any, on such Securitiesthis Section 407(a), money in an amount, amount or (3C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (ix) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (iiy) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day date on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such the Securities of that series shall have occurred and or be continuing on the date of such a deposit or shall occur as a result of such a deposit or, insofar as Sections 5.01(5clauses (5) and 5.01(6(6) of Section 501 are concerned, shall occur 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)deposit. (dc) In the case of an election under Section 14.02405, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, from or there has been published by, the Internal Revenue Service a ruling, or (ii) 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 and any interest coupons appertaining thereto 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, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.03406, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any interest coupons appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be b subject to U.S. Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit and covenant defeasance had not occurred. (fe) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 405 or the covenant defeasance under Section 14.03 406 (as the case may be) have been complied with. (gf) Notwithstanding any other provisions of this Section 14.04, such 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 in connection therewith pursuant as contemplated by Section 301. (g) At the time of such deposit: (A) no Default in the payment of principal of (or premium, if any) or interest on any Senior Debt shall have occurred and be continuing or (B) no other Event of Default with respect to Section 3.01any Senior Debt 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, 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.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any Outstanding Securities of or within a seriesseries and any related coupons: (a1) The Company shall have irrevocably has deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any related coupons, (1A) an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (2B) 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 payment of principal of (and or premium, if any, on) and or interest, if any, on or any other sums due under such SecuritiesSecurities and any related coupons, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on and any other sums due under such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and any related coupons; 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 and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1002 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 Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel in the 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 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 and any related coupons 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. (3) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons 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. (4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal and provincial 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 not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not resident in Canada). (5) 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). (6) No Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5), (6) and (7) of Section 501 are concerned, 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). (7) The Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended. (8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c9) No Default Notwithstanding any other provisions of this Section, such defeasance or Event of Default covenant defeasance shall be effected in compliance with respect any additional or substitute terms, conditions or limitations in connection therewith pursuant to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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)Section 301. (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f10) 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 14.02 1302 or the covenant defeasance under Section 14.03 1303 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.09 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof thereof, in an amount, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b2) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit. (3) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material debt agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d4) In the case of an election under with respect to Section 14.0213.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (ia) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a rulingresult of such 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 defeasance had not occurred or (iiB) since the date an Opinion of execution of this IndentureCounsel, there has been based on such ruling or on a change in the applicable Federal federal income tax lawlaw since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e5) In the case of an election under with respect to Section 14.0313.03, the Company shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f6) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (7) 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 14.02 13.02 or the covenant defeasance under Section 14.03 13.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.09 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof thereof, in an amount, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b2) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit. (3) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material debt agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d4) In the case of an election under with respect to Section 14.0213.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (ia) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a rulingresult of such 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 defeasance had not occurred or (iiB) since the date an Opinion of execution of this IndentureCounsel, there has been based on such ruling or on a change in the applicable Federal federal income tax lawlaw since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e5) In the case of an election under with respect to Section 14.0313.03, the Company shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f6) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (7) 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 14.02 13.02 or the covenant defeasance under Section 14.03 13.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series: (ai) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) 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, without reinvestment thereof, not later than one day before the due date of any payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i1) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii2) 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. (bii) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (ciii) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(55.01(v) and 5.01(65.01(vi) are concerned, 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). (div) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (ev) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (fvi) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (gvii) Notwithstanding any other provisions of this Section 14.04Section, 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 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 14.02 Sections 8.4 or Section 14.03 8.5 herein to any Outstanding Securities of or within a seriesSecurities: (a) The Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 7.12 herein who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Sections 8.3 through 8.9 inclusive applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in this Section 8.6(a), specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, with instructions to the Trustee as to the application thereof, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 interest, if any, and 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 of principal of (and premium, if any, on) and interest, if any, on such Securitiesreferred to in this Section 8.6(a), money in an amount, amount or (3C) a combination thereof in an amount, amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteewithout reinvestment, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) discharge the principal of (and of, premium, if any, on) interest, if any, and interestAdditional Interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments interest, if any. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption or analogous payments applicable to such Outstanding purchase of Securities on the day on which such payments are due and payable at a future date or dates in accordance with Article V which shall be given effect in applying the terms of this Indenture and of such Securitiesforegoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing , in each case, on the date of such deposit or, insofar as Sections 5.01(5pursuant to Section 8.6(a) and 5.01(6) are concerned, at any time during above (other than in each case a Default or default resulting solely from the period ending on the 91st day after the date borrowing of funds to be applied to such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such perioddeposit). (dc) In the case of an election under Section 14.028.4 herein, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case ruling 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 Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.038.5 herein, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (fe) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 8.4 herein or the covenant defeasance under Section 14.03 8.5 herein (as the case may be) have been complied with. (f) No Default or Event of Default under Sections 6.1(g) or (h) herein with respect to such Securities shall have occurred and be continuing on the date of such deposit and the Company 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 of its creditors or with the intent of defeating, hindering, delaying or defrauding any of its other creditors. (g) Notwithstanding any other provisions Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of this Section 14.04, the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. (h) such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest with respect to any securities of the Company. Notwithstanding the foregoing, no Opinion of Counsel requested by paragraphs (c) or (d) need be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01delivered if at such time all outstanding Securities have been irrevocably called for redemption.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the then Outstanding Securities of or within a any series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of the Securities of such Securitiesseries, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and , premium, if any, on) and interest, if any, each installment of interest on such Outstanding the Securities on the Stated Maturity of such principal or installment of principal 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 the Securities of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation ofseries. For this purpose, or constitute a default under"Government Obligations" means, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency in which such Securities shall have occurred series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which its full faith and be continuing on the date credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such deposit orgovernment the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax lawwhich, in either case case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such opinion shall confirm that, the Holders holder of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result depository receipt from any amount received by the custodian in respect of the such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.2 or Section 14.03 13.3 to any Outstanding Securities Notes of or within a seriesSeries: (a) The Company Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.1 who shall agree to comply with the provisions of this Article XIV 13 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, (1A) an amount (in such Currency in which such Securities Notes are then specified as payable at Stated Maturitypayable), except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except as provided in Sections 3.13(2), 3.13(4) and 3.13(5), or (2B) Government Obligations applicable to such Securities Notes (determined on the basis of the Currency in which such Securities Notes are then specified as payable at Stated Maturitypayable), except as otherwise specified pursuant to Section 3.1 for the Notes of such Series and except as provided in Sections 3.13(2), 3.13(4) and 3.13(5), 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 of principal of (and premium, if any), on) and interestinterest and Additional Amounts, if any, on under such SecuritiesNotes, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interestinterest and Additional Amounts, if any, on such Outstanding Securities Notes on the Stated Maturity Payment Date (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesNotes; 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 Notes. Before such a deposit, the Issuer may give to the Trustee, in accordance with Section 10.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Notes at a future date in accordance with the terms of the Notes of such Series and Article 10 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5paragraphs (f) and 5.01(6or (g) of Section 5.1 are concerned, 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). (c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (d) In 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 3.1. (e) 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 13.2 or the covenant defeasance under Section 13.3 (as the case of an election under Section 14.02, the Company may be) have been complied with. (f) The Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, qualified to practice law in Canada or there has been published by, the Internal a ruling from Canada Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case Agency to the effect that, and based thereon such opinion shall confirm that, that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal Canadian federal income tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Federal Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if had such defeasance had or covenant defeasance, as applicable, not occurred. occurred (e) In and for the case purposes of an election under Section 14.03such opinion, the Company such Canadian counsel shall have delivered to the Trustee an Opinion of Counsel to the effect assume that the Holders of such Outstanding Securities will the Notes include Holders who are 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, resident in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied withCanada). (g) Notwithstanding any other provisions The Issuer is not an “insolvent person” within the meaning of this Section 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed the Bankruptcy and Insolvency Act (Canada) on the Company in connection therewith pursuant to Section 3.01date 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).

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1202 or Section 14.03 1203 to any the Outstanding Securities of or within a seriesNotes: (a1) The the Company shall have must irrevocably deposited deposit or caused cause to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) Trustee, as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for the benefit offor, and dedicated solely to, the Holders benefit of such Securitiesthe holders of the Notes, (1) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2) U.S. Government Obligations applicable to such Securities (determined on as defined in the basis of the Currency in which such Securities are then specified as payable at Stated MaturityIndenture) 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 of principal of (and premiumLiquidated Damages, if any, on) and interestthereon will, if anywithout the need for reinvestment of the proceeds thereof, on such Securities, provide money in an amount, or (3) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent 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 other qualifying trustee) to pay and discharge, (i) discharge the principal of (and premium, if any, on) and interestinterest on the outstanding Notes at maturity (or upon redemption, if any, on such Outstanding Securities on the Stated Maturity applicable) of such principal or installment of principal interest 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.Liquidated Damages, if any; (b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No no Default or Event of Default with respect to such Securities shall have has occurred and be is continuing on the date of such deposit or, insofar as an event of bankruptcy under Sections 5.01(5501(8) and 5.01(6or (9) are above is concerned, 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).deposit; (d3) In such defeasance or covenant defeasance may not result in a breach or violation of, or constitute a default under, the Indenture (other than a violation of Section 1010 or 1014 as a result of incurrence of Indebtedness to finance the deposit referred to in clause (1) above) or any material agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound; (4) in the case of an election under Section 14.02defeasance, the Company shall have delivered must deliver to the Trustee an Opinion opinion of Counsel counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenturehereof, there has been a change in the applicable Federal federal income tax law, in either case to the effect thateffect, and based thereon such opinion shall must confirm that, the Holders holders of such Outstanding Securities the outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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.; and (e5) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall must 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 14.02 or the covenant defeasance under Section 14.03 (defeasance, as the case may be) , have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the Outstanding Securities of or within a such series:. (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)Dollars, or (2B) 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 within two weeks of the due date of any payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, each installment of interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal 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. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of any series of Securities at a future date in accordance with any redemption provisions relating to such series, which shall be given effect in applying the foregoing. (b) No event which is, or which with notice or lapse of time or both would become, an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit. (c) Such legal defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any Securities of the Company. (d) Such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (ce) No Default Such legal defeasance or Event of Default with respect to such covenant defeasance shall not cause any Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, at series then listed on any time during registered national securities exchange under the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not Exchange Act to be deemed satisfied until the expiration of such period)deleted. (df) In the case of an election under Section 14.021302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred. (eg) In the case of an election under or Section 14.031303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (fh) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) Notwithstanding any other provisions of this Section 14.04, such Such legal 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 in connection therewith pursuant to Section 3.01301. (i) The Company shall have delivered to the Trustee an Officers’ Certificate or an Opinion of Counsel, stating that all conditions precedent provided for in the Indenture relating to either the legal defeasance under Section 1302 or the covenant defeasance under or Section 1303 (as the case may be) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.2 or Section 14.03 13.3 to any the Outstanding Securities of or within a such series: (a) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.9 who shall agree to comply with the provisions of this Article XIV XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, of the Holders holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, investment bank or appraisal firm, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) on and interesteach installment of principal of (premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity or on the redemption date, as the case may be (the Company being required to specify whether the Outstanding Securities of such series are being defeased to maturity or to a particular redemption date), of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “U.S. Government Obligations” means securities that are (bx) Such defeasance direct obligations of the United States of America for the payment of which its full faith and credit is pledged or covenant defeasance (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall not result also include a depository receipt issued by a bank (as defined in a breach or violation ofSection 3(a)(2) of the Securities Act of 1933, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (cas amended) No Default or Event of Default as custodian with respect to any such Securities shall have occurred and be continuing U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the date of U.S. Government Obligation evidenced by such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.depository receipt;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Defeasance under Section 14.02 or 1302 and Covenant Defeasance under Section 14.03 1303 with respect to any the Outstanding Securities of or within a particular series: (a1) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit oror shall occur as a result of such deposit, insofar as Sections 5.01(5and no Default or Event of Default under clause (5) or (6) of Section 501 hereof shall occur and 5.01(6) are concernedbe continuing, at any time during the period ending on the 91st 31st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d3) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (4) Such Defeasance or Covenant Defeasance shall not cause any Securities of such series then listed on any national securities exchange registered under the Exchange Act to be delisted. (5) In the case of an election under with respect to Section 14.021302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (iA) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. occurred or (eB) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel Counsel, based on such ruling or on a change in the applicable federal income tax law since the date of this Indenture, in either case to the effect that that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. (f6) The In the case of an election with respect to Section 1303, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, each stating that all conditions precedent gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to either federal income tax on the defeasance under Section 14.02 or same amounts, in the covenant defeasance under Section 14.03 (same manner and at the same times as would have been the case may be) have been complied withif such Covenant Defeasance had not occurred. (g7) Notwithstanding any other provisions of this Section 14.04, such defeasance Such Defeasance or covenant defeasance Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01301. (8) The Company 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 1302 or 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 application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 608 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized independent investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5clauses (5) and 5.01(6(6) of Subsection 501(a) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (1) as a result of a deposit pursuant to Subsection (a) of this Section and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (2) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. (a) The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a seriesseries and any related coupons: (a1) The Company Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any related coupons, (1A) an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Section 312(b), Section 312(d) and Section 312(e), or (2B) 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), except as otherwise specified pursuant to Section 301 for the Securities of such series and except as provided in Section 312(b), Section 312(d) and Section 312(e), 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 of principal of (and premium, if any), on) and interest, if any, on under such SecuritiesSecurities and any related coupons, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and any related coupons; 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 and any related coupons. Before such a deposit, the Issuer 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5paragraphs (5) and 5.01(6or (6) of Section 501 are concerned, 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). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound. (4) In the case of an election under Section 14.021402, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States stating that (ix) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 and any related coupons will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e5) 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. (6) 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 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. (7) In the case of an election under Section 14.031403, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f) 8) The Company Issuer shall have delivered to the Trustee an Officers’ Certificate Opinion of Counsel qualified to practice law in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding 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 or provincial 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 the Securities include Holders who are not resident in Canada). (9) The Issuer 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). (10) The Issuer has delivered to the Trustee an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent to either such deposit shall not cause the defeasance under Section 14.02 Trustee or the covenant defeasance under Section 14.03 (trust so created to be subject to the Investment Company Act of 1940, as the case may be) have been complied withamended. (gb) Notwithstanding any other provisions of this Section 14.04, such Such defeasance or covenant defeasance shall be effected not result in compliance with a breach or violation of, or constitute a default under, this Indenture or any additional other material agreement or substitute terms, conditions instrument to which the Issuer is a party or limitations by which may be imposed on the Company in connection therewith pursuant to Section 3.01it is bound.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent or, as specifically noted below, subsequent, to application of either Section 14.02 1502 or Section 14.03 1503 to any Outstanding Securities of or within a seriesseries and any related coupons: (a1) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such SecuritiesSecurities and any related coupons, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premiumpayment, if any, on) and interest, if any, on such Securities, money Dollars in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the each installment of principal of (and premium, if any, on) and interest, if any, interest on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment of principal (and premium, if any) 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 Indenture, the Securities of such Securitiesseries and the coupons, if any, appertaining thereto, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the due dates thereof. Before such a deposit, the Company 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. (b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as paragraphs (4) and (5) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in TIA Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c5) No Default Such defeasance or Event of Default with respect to such covenant defeasance shall not cause any Securities shall have occurred and be continuing on the date of such deposit orseries then listed on any registered national securities exchange under the Securities Exchange Act of 1934, insofar as Sections 5.01(5) and 5.01(6) are concernedamended, 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 to be deemed satisfied until the expiration of such period)delisted. (d6) In the case of an election under Section 14.021502, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 of such series and any related coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e7) In the case of an election under Section 14.031503, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series and any related coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed in connection therewith pursuant to Section 301. (9) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 14.02 1502 or the covenant defeasance under Section 14.03 1503 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall each be a condition precedent to the conditions to application of either Section 14.02 12.2 or Section 14.03 12.3 to any Outstanding Securities or any series of or within a seriesSecurities, as the case may be: (a1) The Company the Corporation shall have irrevocably deposited or caused to be irrevocably deposited with the U.S. Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, : (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the case of (B) or (C), in the opinion of a 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 other qualifying trustee) to pay and discharge, (i) the principal of (of, and any premium, if anyAdditional Amounts and interest on, on) and interest, if any, on such Outstanding Securities on the applicable Stated Maturity of such principal Maturities or installment of principal or interest and (iion any Redemption Date established pursuant to Section 12.4(3) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable below, in accordance with the terms of this Indenture and of such Securities.; (b2) Such defeasance or covenant defeasance shall not result in a breach or violation ofno event which is, or constitute a default underafter notice or lapse of time or both would become, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing on at the date time of such deposit or, insofar as with regard to any such event specified in Sections 5.01(55.1(4) and 5.01(6) are concerned5.1(5), at any time during on or prior to the period ending on the 91st 90th day after the date of such deposit (deposit, it being understood that this condition shall not be deemed satisfied until after such 90th day; (3) if the expiration Securities are to be redeemed prior to the applicable Stated Maturity, other than from mandatory sinking fund payments or analogous payments, notice of such period).redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the U.S. Trustee shall have been made; and (d4) In the case of an election under Section 14.02, the Company Corporation shall have delivered to the U.S. Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) 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 either the defeasance under Section 14.02 such Defeasance or the covenant defeasance under Section 14.03 (as the case may be) Covenant Defeasance have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the Outstanding Securities of or within a seriesany Defeasible Series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying that satisfies the requirements of contemplated by Section 6.07 who shall agree 609 and agrees to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of Outstanding Securities of such Securitiesseries, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 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 of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof thereof, in an amount, 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 dischargedischarge each installment of principal (including mandatory sinking fund payments) of, and premium (i) the principal of (and premiumnot relating to optional redemption), if any, and interest on) , the Outstanding Securities of such series on the dates such installments of principal of, and interestpremium (not relating to optional redemption), if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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 Securitiesdue. (b2) In the case of an election under Section 1302, 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 first set forth hereinabove, 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 the Outstanding Securities of such series 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 the Securities of such series 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 case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize 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 series 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 Officer’s Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Event of Default or event that (after notice or lapse of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 501 (6) and (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 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 the such Act). (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (8) The Company shall have delivered to the Trustee an 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. (9) 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 qualified under such Act or exempt from regulation thereunder. (10) Such deposit pursuant to such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Defeasance under Section 14.02 or 13.2 and Covenant Defeasance under Section 14.03 13.3 with respect to any the Outstanding Securities of or within a particular series: (a1) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited (and in the case of Defeasance such deposit shall have been made 121 days prior to Defeasance with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.9 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit oror shall occur as a result of such deposit, insofar as Sections 5.01(5and no Default or Event of Default under clause (5) or (6) of Section 5.1 hereof shall occur and 5.01(6) are concernedbe continuing, at any time during the period ending on the 91st 31st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d3) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under with respect to Section 14.0213.2, the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (iA) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. occurred or (eB) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel Counsel, based on a ruling published by the Internal Revenue Service or on a change in the applicable federal income tax law since the date of this Indenture, in either case to the effect that that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance Defeasance and will be subject to Federal 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 Defeasance had not occurred. (f5) The In the case of an election with respect to Section 13.3, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, each stating that all conditions precedent gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to either federal income tax on the defeasance under Section 14.02 or same amounts, in the covenant defeasance under Section 14.03 (same manner and at the same times as would have been the case may be) have been complied withif such Covenant Defeasance had not occurred. (g6) Notwithstanding any other provisions of this Section 14.04, such defeasance Such Defeasance or covenant defeasance Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.013.1. (7) The Company 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.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 12.2 or Section 14.03 12.3 to any Outstanding Securities of or within a series: (a) The Company Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 5.8 who shall agree to comply with the provisions of this Article XIV Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount or (B) equivalent in such Currency securities of the government which issued the currency in which such the Securities are then specified as payable at Stated Maturity), denominated or government agencies backed by the full faith and credit of such government (2) “Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated MaturityObligations”) 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 on or prior to the due date of any payment of principal of (and premium, if any, on) and interest, if any, on under such Securities, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities due at maturity (or on the Stated Maturity of such principal or installment of principal or interest a redemption date, if applicable), 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 Issuer may give to the Trustee, in accordance with Section 11.2 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(54.1(e) and 5.01(64.1(f) are concerned, 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). (c) 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound. (d) The Issuer shall have delivered to the Trustee an opinion of counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940. (e) In the case of an election under Section 14.0212.2, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 Federal federal income tax purposes as a result of the deposit and such defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred. (ef) In the case of an election under Section 14.0312.3, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. (fg) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with and additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 2.3. (h) The Company Issuer 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 14.02 12.2 or the covenant defeasance under Section 14.03 12.3 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.2 or Section 14.03 13.3 to any the Outstanding Securities of or within a such series: (a) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.9 who shall agree to comply with the provisions of this Article XIV XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, investment bank or appraisal firm, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) on and interesteach installment of principal of (premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity or on the Redemption Date, as the case may be (the Company being required to specify whether the Outstanding Securities of such series are being defeased to maturity or to a particular redemption date), of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “U.S. Government Obligations” means securities that are (b1) Such defeasance or covenant defeasance shall not result in a breach or violation ofdirect obligations of the United States for the payment of which its full faith and credit is pledged, or constitute (2) obligations of a default underperson controlled or supervised by and acting as an agency or instrumentality of the United States, this Indenture the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which in either case, are not callable or any other material agreement or instrument to which redeemable by the Company is issuer thereof and shall also include a party or depository receipt issued by which it is bound. a bank (cas defined in Section 3(a)(2) No Default or Event of Default the Securities Act) as custodian with respect to any such Securities shall have occurred and be continuing U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the date of U.S. Government Obligations evidenced by such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.depository receipt;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.4 or Section 14.03 4.5 to any Outstanding Securities of or within a seriesNotes: (a) The Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Section 4.3 through 4.8 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 paymentspayments referred to below, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, with instructions to the Trustee as to the application thereof, (1A) cash in United States dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) non-callable 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 interest and 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 of principal of (and premiumpayment, if any, on) and interest, if any, on such Securities, money cash in United States dollars in an amount, amount or (3C) a combination thereof of cash in United States dollars and non-callable Government Obligations in an amount, sufficient, in each case, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (i) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities Notes on the Stated Maturity of such principal or installment of principal 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 such Notes. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of such SecuritiesNotes at a future date or dates in accordance with Article 10 which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.024.4, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, in each case in form and substance reasonably satisfactory to the Trustee, stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.034.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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. (fe) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case in form or substance reasonably satisfactory to the Trustee, each stating that all conditions precedent to either the defeasance under Section 14.02 4.4 or the covenant defeasance under Section 14.03 4.5 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 4.4 or Section 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said act have been effected. (f) The Company shall have delivered to the Trustee an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee, stating that it has been informed by the relevant securities exchange(s) that the Notes, if then listed on any such securities exchange, will not be delisted as a result of such deposit. (g) Notwithstanding No Default or Event of Default with respect to the Notes shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as Section 5.1(5) and 5.1(6) are concerned, at any other provisions time during the period ending on the 121st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this Section 14.04, condition shall not be deemed satisfied until the expiration of such period). (h) Such defeasance or covenant defeasance shall be effected not (A) cause the Trustee for the Notes to have a conflicting interest as defined in compliance Section 6.12 or for purposes of Section 310(b) of the Trust Indenture Act with respect to any additional or substitute terms, conditions or limitations which may be imposed on securities of the Company or (B) result in connection therewith pursuant the trust arising from such deposit to Section 3.01constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Defeasance under Section 14.02 or 1302 and Covenant Defeasance under Section 14.03 1303 with respect to any the Outstanding Securities of or within a particular series: (a1) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all federal, state and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition or shall not be deemed satisfied until the expiration of such period). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes occur as a result of such defeasance deposit, 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 defeasance had not occurred. (e) In the case no Default or Event of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.Default

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of either Section 14.02 or Section 14.03 to any the Outstanding Securities of or within a seriesany Defeasible Series of the Issuer: (a) The Company Issuer or any Guarantor shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying which satisfies the requirements of contemplated by Section 6.07 who shall agree 609 and agrees to comply with the provisions of this Article XIV applicable to it) or the Principal Paying Agent, as applicable, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such Securitiesseries, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof thereof, in an amount, 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) or the Principal Paying Agent, as applicable, to pay and discharge, (i) the principal of (and premium, if any, on) any premium and interest, if any, on such Outstanding Securities interest on the Stated Maturity Securities of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities series on the day on which such payments are due and payable respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such Securitiesseries. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5501(5) and 5.01(6501(6) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders and the beneficial owners of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and the beneficial owners of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied with. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.2 or Section 14.03 13.3 to any the Outstanding Securities of or within a such series: (a) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.9 who shall agree to comply with the provisions of this Article XIV XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, investment bank or appraisal firm, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) on and interesteach installment of principal of (premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity or on the Redemption Date, as the case may be (the Company being required to specify whether the Outstanding Securities of such series are being defeased to maturity or to a particular redemption date), of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “U.S. Government Obligations” means securities that are (b1) Such defeasance or covenant defeasance shall not result in a breach or violation ofdirect obligations of the United States for the payment of which its full faith and credit is pledged, or constitute (2) obligations of a default underperson controlled or supervised by and acting as an agency or instrumentality of the United States, this Indenture the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which in either case, are not callable or any other material agreement or instrument to which redeemable by the Company is issuer thereof and shall also include a party or depository receipt issued by which it is bound. a bank (cas defined in Section 3(a)(2) No Default or Event of Default the Securities Act) as custodian with respect to any such Securities shall have occurred and be continuing U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the date of U.S. Government Obligations evidenced by such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.depository receipt;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1202 or Section 14.03 1203 to any Outstanding Securities of or within a seriesseries and any coupons appertaining thereto: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any coupons appertaining thereto, (1) an amount (in such Currency currency, currencies of currency unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (2) U.S. Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency currency, currencies or currency unit in which such Securities and coupons appertaining thereto 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 payment of principal of (and premium, if any, on) and interest, if any, on such SecuritiesSecurities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof thereof, in any case, in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and any coupons appertaining thereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5501(f) and 5.01(6501(g) are concerned, 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). (d) In the case of an election under Section 14.021202, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 and any coupons appertaining thereto 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 time as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 14.031203, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto 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. (f) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1202 or the covenant defeasance under Section 14.03 1203 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1202 or Section 1203 (as the case may be), registration is not required under the Investment Company Act of 1940, as deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.4 or Section 14.03 4.5 to any Outstanding Securities of or within a seriesseries and any coupons appertaining thereto: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any coupons appertaining thereto, with instructions to the Trustee as to the application thereof, (1A) money in an amount (in such Currency currency, currencies or currency unit or units in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (2B) if Securities of such series are not subject to repayment at the option of Holders, 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 interest and principal and interest in respect thereof in accordance with their terms will provide, provide not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium, if any, on) and interest, if any, on such Securitiesthis Section 4.6(a), money in an amount, amount or (3C) a combination thereof in an amount, amount sufficient, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (i) Discharge the principal of (and of, premium, if any, on) interest, if any, and interestLiquidated Damages, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (iiY) 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 such Securities and any coupons appertaining thereto. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of such SecuritiesSecurities at a future date or dates in accordance with Article 10 which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.024.4, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.034.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto 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. (fe) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 4.4 or the covenant defeasance under Section 14.03 4.5 (as the case may be) have been complied with. (f) The Company shall have delivered to the Trustee an Officer's Certificate to the effect 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. (g) Notwithstanding 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 provisions Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this Section 14.04, condition shall not be deemed satisfied until after such 90th day). (h) 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 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) 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 in connection therewith pursuant to as contemplated by Section 3.013.1.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a) The Company Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)cash, or (2) 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 payment of interest on, principal of (and of, premium, if anyany and any other sums payable, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof thereof, in an amountany case, sufficient, without consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i) the interest on, principal of (and of, premium, if any, on) and interest, if any, on other sums payable in respect of such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest their States Maturities 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Issuer is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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)deposit. (d) In the case of an election under Section 14.021402, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 Federal federal income tax purposes as a result of such defeasance and will not be subject to Federal 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. (e) In the case of an election under Section 14.031403, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f) The Company Issuer shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied with. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 Issuer in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the Outstanding Securities of or within a seriesSecurities: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds funds, for a period of at least 123 days prior to the date of such defeasance, in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, interest on such the Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.Outstanding

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.4 or Section 14.03 4.5 to any Outstanding Securities Notes of or within a series: (a) : The Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Section 4.3 through Section 4.8 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 paymentspayments referred to below, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, with instructions to the Trustee as to the application thereof, (1i) cash in United States dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2ii) 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 interest and 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 of principal of (and premiumpayment, if any, on) and interest, if any, on such Securities, money cash in United States dollars in an amount, amount or (3iii) a combination thereof of cash in United States dollars and Government Obligations in an amount, sufficient, in each case, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (i) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities Notes on the Stated Maturity of such principal or installment of principal 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 such Notes. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of such Securities. (b) Notes at a future date or dates in accordance with Article 10 which shall be given effect in applying the foregoing. Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) . In the case of an election under Section 14.024.4, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, in each case in form and substance reasonably satisfactory to the Trustee, stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (e) . In the case of an election under Section 14.034.5, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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. (f) . The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case in form and substance reasonably satisfactory to the Trustee, each stating that all conditions precedent to either the defeasance under Section 14.02 4.4 or the covenant defeasance under Section 14.03 4.5 (as the case may be) have been complied with. with and an Opinion of Counsel to the effect that either (gi) Notwithstanding as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 4.4 or Section 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said act have been effected. The Company shall have delivered to the Trustee an Officers' Certificate, in form and substance reasonably satisfactory to the Trustee, stating that it has been informed by the relevant securities exchange(s) that the Notes, if then listed on any other provisions such securities exchange, will not be delisted as a result of such deposit. No Default or Event of Default with respect to the Notes of any series shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as Section 5.1(5) and Section 5.1(6) are concerned, at any time during the period ending on the 121st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this Section 14.04, condition shall not be deemed satisfied until the expiration of such period). Such defeasance or covenant defeasance shall be effected not (A) cause the Trustee for the Notes of such series to have a conflicting interest as defined in compliance Section 6.12 or for purposes of Section 310(b) of the Trust Indenture Act with respect to any additional or substitute terms, conditions or limitations which may be imposed on securities of the Company or (B) result in connection therewith pursuant the trust arising from such deposit to Section 3.01constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 14.02 4.4 or Section 14.03 4.5 to any Outstanding Securities series of Debentures or within a any Debentures of such series:, as the case may be. (a) The either (1) with respect to all Outstanding Debentures of such series or such Debentures of such Series, as the case may be, with reference to this Section 4.6, the Company shall have irrevocably has deposited or caused to be irrevocably deposited with the Trustee irrevocably (or another trustee satisfying the requirements of Section 6.07 who shall agree but subject to comply with the provisions of this Article XIV applicable to it) Section 4.2 and the last paragraph of Section 10.3), as trust funds in trust for the purpose of making the following paymentstrust, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of the Debentures of such Securitiesseries, (1i) lawful money of the United States in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2ii) U.S. 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 interest and principal and interest in respect thereof in accordance with their terms will provide, provide not later than one day before the opening of business on the due date dates of any payment referred to in clause (i) or (ii) of principal this subparagraph (a) (1) lawful money of (and premium, if any, on) and interest, if any, on such Securities, money the United States in an amount, or (3iii) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment or commercial bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee discharge (or other qualifying trustee) to pay and discharge, (iA) the principal of (and premium, if any, on) and interesteach installment of principal (and premium, if any, ) and interest on such Outstanding Securities Debentures of such series on the Stated Maturity of such principal or installment of principal or interest or upon optional redemption and (iiB) any mandatory sinking fund payments or analogous payments applicable to the Debentures of such Outstanding Securities series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Debentures of such Securities.series; or (2) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.1, to be applicable to the Debentures of such series; (b) Such defeasance the Company has paid or covenant defeasance shall caused to be paid all other sums payable with respect to the Debentures of such series; (c) such deposit for the benefit of Holders of Debentures of such series will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.bound (other than breaches, violations and defaults from the borrowing of funds to be applied to such deposit); (cd) No Default or no Event of Default or event which with the giving of notice or lapse of time or both, would become an Event of Default (other than an Event of Default from the borrowing of funds to be applied to such deposit) with respect to the Debentures of such Securities series shall have occurred and be continuing on the date of such deposit orand no Event of Default under Section 5.1(e) or Section 5.1(f) or event which with the giving of notice or lapse of time, insofar as Sections 5.01(5or both, would become an Event of Default under Section 5.1(e) or Section 5.1(f) shall have occurred and 5.01(6) are concerned, at any time during the period ending be continuing 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).date; (de) In in the case event of an election under to have Section 14.024.4 apply to the Debentures of any series, the Company shall have has delivered to the Trustee an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, Indenture there has been a change in the applicable Federal United States federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders of Debentures of such Outstanding Securities series will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal United States federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.; (ef) In in the case event of an election under to have Section 14.034.5 apply to Debentures of any series, the Company shall have delivered to the Trustee an Opinion of Counsel Counsel, to the effect that the Holders of Debentures of such Outstanding Securities series will not recognize income, gain or loss for Federal United States federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Debentures of such covenant defeasance series and will be subject to Federal United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been be the case if such covenant defeasance had deposit and Covenant Defeasance were not occurred.to occur; (fg) The the Company shall have must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding other creditors of the Company; and (h) the Company has delivered to the Trustee an Officers’ ' Certificate (with respect to (a)(i) and (b) through (h) of this section) and an Opinion of CounselCounsel (with respect to (a)(i) (with respect to the validity and perfection of the security interest) and (c), (e) and (f) of this Section), each stating that all such conditions precedent herein provided for relating to the Defeasance or Covenant Defeasance with respect to such Debentures of such series have been complied with and an Opinion of Counsel to the effect that either (i) as a result of such deposit and the defeasance related exercise of the Company's option under this Article, registration is not required under the Investment Company Act of 1940, as amended, by the Company, the trust funds representing such deposit or the Trustee or (ii) all necessary registrations under said Act have been effected. Any deposits with the Trustee referred to in Section 4.6(a)(1) above shall be irrevocable and shall be made under the terms of an escrow/trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Debentures of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon Defeasance with respect to all the Debentures of any series, the terms and conditions of the Debentures of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company; provided that the Company shall not be discharged from any payment obligations in respect of Debentures of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the Company under applicable law. Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements (except as provided above in this Section 4.6) of the Company under this Indenture with respect to the Debentures of any series, the obligations of the Company to the Trustee under Section 14.02 or 6.6, and the covenant defeasance obligations of the Trustee under Section 14.03 (4.2 and the last paragraph of Section 10.3 shall survive with respect to the Debentures of such series. Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in this Section 4.6 with respect to Debentures of any series which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be) have been complied with. (g) Notwithstanding , with respect to Debentures of such series. The Company shall pay and indemnify the Trustee against any tax, fee or other provisions of charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to this Section 14.044.6 or the principal and interest received in respect thereof other than any such tax, such defeasance fee or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations other charge which may be imposed on by law is for the Company in connection therewith pursuant to Section 3.01account of the Holders of Outstanding Debentures.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a seriesNotes: (ai) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 7.09 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such SecuritiesNotes, (1A) an amount (in such Currency in which such Securities Notes are then specified as payable at Stated Maturity), or (2B) Government Obligations applicable to such Securities Notes (determined on the basis of the Currency in which such Securities Notes 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, without reinvestment thereof, not later than one day before the due date of any payment of principal of (and premium, if any, on) and interest, if any, on such SecuritiesNotes, money in an amount, or (3C) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i1) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities Notes on the Stated Maturity of such principal or installment of principal or interest and (ii2) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesNotes. (bii) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (ciii) No Default or Event of Default with respect to such Securities Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(56.01(a)(4) and 5.01(66.01(a)(5) are concerned, 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). (div) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (ev) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (fvi) The Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5501(5) and 5.01(6501(6) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.1 or Section 14.03 13.2 to the outstanding Debt Securities and any Outstanding Securities of or within a seriescoupons appertaining thereto: (a) The Company Corporation shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 this Indenture who shall agree to comply with the provisions of this Article XIV 13 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the Holders benefit of the holders of such SecuritiesDebt Securities and any coupons appertaining thereto, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)U.S. dollars, or (2B) U.S. 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 no later than one day before the due date of any payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amountDebt Securities and any coupons appertaining thereto, or (3C) a combination thereof thereof, in any case, in an amountamount sufficient, sufficientwithout consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding all outstanding Debt Securities on and any coupons appertaining thereto as and when the Stated Maturity same shall become due and payable in accordance with their terms and the terms of such principal or installment of principal or interest this Indenture and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding outstanding Debt Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesDebt and any coupons appertaining thereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Corporation is a party or by which it is bound. (c) No Default or Event of Default or event which with respect to such Securities notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(56.1(c) and 5.01(6or (d) are concerned, at any time during the period ending on the 91st day which is the later of (A) three months and one day after the date of such deposit and (B) 91 days after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the case of an election defeasance under Section 14.0213.1, the Company Corporation shall have delivered to the Trustee an Opinion opinion of Counsel outside counsel of nationally recognized standing in the United States with respect to U.S. federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Company Corporation has received from, or there has been published by, by the U.S. Internal Revenue Service a ruling, ruling or (iiB) since the date of execution of this Indenture, there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders holders of such Outstanding the outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e) In the case of an election covenant defeasance under Section 14.0313.2, the Company Corporation shall have delivered to the Trustee an Opinion opinion of Counsel outside counsel of nationally recognized standing in the United States with respect to U.S. federal income tax matters to the effect that the Holders holders of such Outstanding the outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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 occurredoccurred (if Debt Securities Guarantees are terminated in connection with such covenant defeasance, such opinion shall expressly indicate that such counsel has considered such termination in rendering such opinion). (f) The Company Corporation shall have delivered to the Trustee an Officers’ opinion of outside Canadian counsel of recognized standing with respect to Canadian federal income tax matters to the effect that (A) the holders of the outstanding Debt Securities and coupons will not recognize income, gain or loss for Canadian federal income tax purposes as a result of such defeasance or covenant defeasance, (B) after such defeasance or covenant defeasance, any payment or credit by the Corporation of the principal of, or premium, if any, or interest on the Debt Securities or coupons to a holder thereof will be exempt from Canadian withholding tax if the holder thereof, for the purposes of the INCOME TAX ACT (Canada) (or any successor law) is or is deemed to be a non-resident of Canada and deals at arms' length with the Corporation at the time of such payment or credit, and (C) after such defeasance or covenant defeasance, holders of the Debt Securities and coupons will be subject to Canadian 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 or covenant defeasance had not occurred. (g) The Corporation shall have delivered to the Trustee a Certificate of the Corporation stating that the deposit with the Trustee was not made by the Corporation with the intent of preferring the holders of the Debt Securities or coupons over the other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or otherwise; (h) The Corporation shall have delivered to the Trustee a Certificate of the Corporation and an Opinion opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 13.1 or the covenant defeasance under Section 14.03 13.2 (as the case may be) have been complied with. with and an opinion of U.S. Counsel to the effect that either (gA) as a result of a deposit pursuant to clause (1) above and the related exercise of the Corporation's rights under Section 13.1 or 13.2 (as the case may be), registration is not required under the United States Investment Company Act of 1940, as amended, by the Corporation, with respect to the trust funds representing such deposit or by the trustee for such trust funds or (B) all necessary registrations under said Act have been effected. Notwithstanding any other provisions of this Section 14.0413.3, 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 Corporation in connection therewith pursuant to Section 3.012.2. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (1) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 11.2 or Section 14.03 11.3 to any the Outstanding Securities of or within a seriessuch series and the Guarantee in respect thereof: (a) The Company the Issuer shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 5.7 who shall agree to comply with the provisions of this Article XIV Eleven applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the Holders benefit of the holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. Government Obligations applicable to such in respect of Securities (determined on the basis issued in U.S. dollars and Canadian Government Obligations in respect of the Currency Securities issued in which such Securities are then specified as payable at Stated Maturity) Canadian dollars 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 of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) each installment of principal of and interest, if any, interest on such the Outstanding Securities of such series on the Stated Maturity stated maturity of such principal or installment of principal or interest interest, and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, "U.S. Government Obligations" means securities that are (bx) Such defeasance direct obligations of the United States of America for the payment of which its full faith and credit is pledged or covenant defeasance (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed, as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall not result also include a depositary receipt issued by a bank (as defined in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which Section 3(a)(2) of the Company is a party or by which it is bound. (cSecurities Act) No Default or Event of Default as custodian with respect to any such Securities shall have occurred and be continuing U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the date of U.S. Government Obligation evidenced by such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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)depositary receipt. (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 1302 and covenant defeasance under Section 14.03 1303 with respect to any the Outstanding Securities of or within a particular series: (a1) The Company the Trust or the Corporation, as the case may be, shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 608 who shall agree to comply with the provisions of this Article XIV applicable to it) ), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any Coupons appertaining thereto, (1A) an amount (funds in such Currency currency or currencies, currency unit or units or composite currency or currencies in which such Securities securities are then specified as payable at Stated Maturity)in an amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof, in each case sufficient, after payment of all Federal, State and local taxes or other charges or assessments in respect thereof in an amount, sufficientpayable by the Trustee, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interesteach installment of principal of (and premium, if any, ) and interest on such the Outstanding Securities of such series and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series and any Coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesSecurities and any Coupons appertaining thereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit oror shall occur as a result of such deposit, insofar as Sections 5.01(5and no Default or Event of Default under clause (6) or (7) of Section 501 hereof shall occur and 5.01(6) are concernedbe continuing, 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). (d3) Such deposit, defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the defeasing Company is a party or by which it is bound. (4) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any national securities exchange registered under the Exchange Act to be delisted. (5) In the case of an election under with respect to Section 14.021302, the Company Trust or the Corporation, as the case may be, shall have delivered to the Trustee an Opinion of Counsel stating that either (iA) a ruling directed to the Company has Trustee received from, or there has been published by, from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a rulingresult of such 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 defeasance had not occurred or (iiB) since the date an Opinion of execution of this IndentureCounsel, there has been based on such ruling or on a change in the applicable Federal income tax lawlaw since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e6) In the case of an election under with respect to Section 14.031303, the Company Trust or the Corporation, as the case may be, shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of such the Outstanding Securities of such series 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. (f7) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Trust or the Corporation, as the case may be, in connection therewith pursuant to Section 301. (8) The Company Trust or the Corporation, as the case may be, shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.02 1302 or the covenant defeasance under Section 14.03 1303 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent to application of either Section 14.02 1502 or Section 14.03 1503 to any the Outstanding Securities of or within a such series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount (in such Currency currency, currencies or currency units in which such Securities are then specified as payable at Stated Maturity), or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amount, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interestinterest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.the

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.2 or Section 14.03 13.3 to any the Outstanding Securities of or within a such series: (a) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.9 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the Holders benefit of the holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) on and interesteach installment of principal of (premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “U.S. Government Obligations” means securities that are (bx) Such defeasance direct obligations of the United States of America for the payment of which its full faith and credit is pledged or covenant defeasance (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall not result also include a depository receipt issued by a bank (as defined in a breach or violation ofSection 3(a)(2) of the Securities Act of 1933, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (cas amended) No Default or Event of Default as custodian with respect to any such Securities shall have occurred and be continuing U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the date of U.S. Government Obligation evidenced by such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.depository receipt;

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the either Trustee (or another trustee satisfying the requirements of Section 6.07 6.08 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) 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 payment of principal of and premium (and premium, if any, on) and interest, interest (if any, on ) under such Securities, money in an amount, or (3C) a combination thereof in an amountthereof, 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 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 of, premium (and premium, if any, on) and interest, interest (if any, ) on such Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of principal or interest and (if any), (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, 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5clauses (5) and 5.01(6(6) of Section 5.01 are concerned, 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). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any default under any material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal United States 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 Federal United States federal income tax purposes as a result of such defeasance and will be subject to Federal 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 defeasance had not occurred. (e5) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee Trustees 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 Federal United States federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f6) The Company shall have delivered to the Trustee an Officers’ Certificate and Trustees an Opinion of CounselCounsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders of such Securities will not recognize income, each stating that all conditions precedent 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 either Canadian federal, provincial or territorial income tax and other tax on the defeasance under Section 14.02 or same amounts, in the covenant defeasance under Section 14.03 (same manner and at the same times as would have been the case may be) have been complied withhad 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). (g7) 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 which may be imposed on the Company 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 provided for, relating to either the defeasance under Section 14.02 or 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 application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a seriesseries and any coupons appertaining thereto: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesSecurities and any coupons appertaining thereto, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)of money, or (2) 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) and coupons appertaining thereto 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 of principal of (and premium, if any, on) and interest, if any, on such SecuritiesSecurities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i1) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.such

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 13.02 or Section 14.03 13.03 to any Outstanding Securities of or within a series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the either Trustee (or another trustee satisfying the requirements of Section 6.07 6.08 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on under such Securities, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (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, 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 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. (b2) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as clauses (6) and (7) of Section 5.01 are concerned, 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). (3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c4) No Default or Event In the case of Default with respect to such Securities an election under Section 13.02, the Company shall have delivered to the Trustees an Opinion of Counsel in the 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 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 13.03, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States to the effect that the Holders of such 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 Company shall have delivered to the Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders of such Outstanding 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 be continuing for the purposes of such opinion, such Canadian counsel shall assume that Holders of the 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, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 8) Notwithstanding any other provisions of this Section 14.04Section, 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 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 provided for, relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.04 or Section 14.03 4.05 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 6.07 6.09 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Sections 4.03 through 4.09 inclusive and the last paragraph of Section 10.03 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 4.06(a), specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, with instructions to the Trustee as to the application thereof, (1i) money in an amount (in such Currency currency, currencies or currency unit or units in which such Securities are then specified as payable at Stated Maturitymaturity), or (2ii) if Securities of such Series are not subject to repayment at the option of Holders, 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 interest and 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 referred to in clause (X) or (Y) of principal of (and premium, if any, on) and interest, if any, on such Securitiesthis Section 4.06(a), money in an amount, amount or (3iii) a combination thereof in an amountamount sufficient, sufficientwithout reinvestment, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (iX) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity maturity (or redemption) of such principal or installment of principal or interest and (iiY) 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. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article XI which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.024.04, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.034.05, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (fe) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 4.04 or the covenant defeasance under Section 14.03 4.05 (as the case may be) ), including those contained in this Section 4.06 other than the 90 day period specified in Section 4.06(g), have been complied with. (f) This Company shall have delivered to the Trustee an Officer’s Certificate to the effect 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. (g) Notwithstanding 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 provisions Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(e) and (f), at any time on or prior to the 90th day after the date of such deposit (it being understood that this Section 14.04, condition shall not be deemed satisfied until after such 90th day). (h) 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 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) 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 in connection therewith pursuant to as contemplated by Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 or Section 14.03 to any the Outstanding Securities of or within a such series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment installments of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. (b2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.01(5) and (6) are concerned, 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). (3) Such defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest as defined in the Trust Indenture Act with respect to any securities of the Company. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d5) In the case of an election under Section 14.02, the Company company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution the first issuance by the Company of Securities pursuant to this Indentureinstrument, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e6) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g7) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01. (8) 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 14.02 or 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 application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5Section 501(5) and 5.01(6Section 501(6) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee for such trust funds. (g) Notwithstanding any other provisions of this Section 14.041404, 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 in connection therewith pursuant to Section 3.01301.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a1) The Company Corporation shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee Trustees (or another trustee satisfying the requirements of Section 6.07 610 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) 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 payment of principal of (and including any premium, if any, on) and interest, if any, on under such Securities, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, interest on such Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment instalment of principal 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. Before such a deposit, the Corporation may give to the Trustees, in accordance with Section 1102 hereof, a notice of its election to redeem all or any part of such Securities at a future date in accordance with Article Eleven hereof and the terms of such Securities, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (6) or (7) of Section 501 are concerned, at any time during the three-month period after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (3) In the case of an election under either Section 1402 and 1403, the Corporation is not an “insolvent person” within the meaning of the Bankruptcy Act (Canada) on the date of such deposit or at any time during the three-month period after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Corporation is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d5) In the case of an election under Section 14.021402, the Company Corporation shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e6) In the case of an election under Section 14.031403, the Company Corporation shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f7) The Company In the case of an election under either Section 1402 or 1403, the Corporation shall have delivered to the Trustee Trustees an Opinion of Counsel in Canada to the effect that Holders of the Outstanding Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance, as applicable, had not occurred. (8) In the case of an election under either Section 1402 and 1403, the Corporation shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent the deposit made by the Corporation pursuant to either the defeasance its election under Section 14.02 1402 or 1403 was not made by the covenant defeasance under Section 14.03 (as Corporation with the case may be) have been complied withintent 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. (g9) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01301. (10) The Corporation shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or 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 precedent or, as specifically noted below, subsequent, to application of either Section 14.02 1502 or Section 14.03 1503 to any Outstanding Securities of or within a seriesseries and any related coupons: (a1) The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit of, and dedicated solely to, the Holders of such SecuritiesSecurities and any related coupons, (1A) Dollars in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premiumpayment, if any, on) and interest, if any, on such Securities, money Dollars in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the each installment of principal of (and premium, if any, on) and interest, if any, interest on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment of principal (and premium, if any) 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 Indenture, the Securities of such Securitiesseries and the coupons, if any, appertaining thereto, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the due dates thereof. Before such a deposit, the Company 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. (b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as paragraphs (6) and (7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in TIA Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c5) No Default Such defeasance or Event of Default with respect to such covenant defeasance shall not cause any Securities shall have occurred and be continuing on the date of such deposit orseries then listed on any registered national securities exchange under the Securities Exchange Act of 1934, insofar as Sections 5.01(5) and 5.01(6) are concernedamended, 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 to be deemed satisfied until the expiration of such period)delisted. (d6) In the case of an election under Section 14.021502, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 of such series and any related coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e7) In the case of an election under Section 14.031503, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series and any related coupons will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed in connection therewith pursuant to Section 301. (9) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 14.02 1502 or the covenant defeasance under Section 14.03 1503 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.04 or Section 14.03 4.05 to any Outstanding Securities of or within a series: (a) The Company shall have irrevocably deposited or caused to be deposited irrevocably deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 6.07 6.09 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article XIV Sections 4.03 through 4.09 inclusive and the last paragraph of Section 10.03 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 4.06(a), specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, with instructions to the Trustee as to the application thereof, (1i) money in an amount (in such Currency currency, currencies or currency unit or units in which such Securities are then specified as payable at Stated Maturitymaturity), or (2ii) if Securities of such Series are not subject to repayment at the option of Holders, 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 interest and 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 referred to in clause (X) or (Y) of principal of (and premium, if any, on) and interest, if any, on such Securitiesthis Section 4.06(a), money in an amount, amount or (3iii) a combination thereof in an amountamount sufficient, sufficientwithout reinvestment, in the opinion of a nationally recognized firm of independent certified 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 other qualifying trustee) to pay and discharge, (iX) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity maturity (or redemption) of such principal or installment of principal or interest and (iiY) 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. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article XI which shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.024.04, the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred. (ed) In the case of an election under Section 14.034.05, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (fe) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 4.04 or the covenant defeasance under Section 14.03 4.05 (as the case may be) ), including those contained in this Section 4.06 other than the 90 day period specified in Section 4.06(g), have been complied with. (f) This Company shall have delivered to the Trustee an Officers' Certificate to the effect 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. (g) Notwithstanding 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 provisions Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(e) and (f), at any time on or prior to the 90th day after the date of such deposit (it being understood that this Section 14.04, condition shall not be deemed satisfied until after such 90th day). (h) 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 unless such trust shall be registered under such Act or exempt from registration thereunder. (i) 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 in connection therewith pursuant to as contemplated by Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1202 or Section 14.03 1203 to any Outstanding Securities of or within a seriesthe Defeased Notes: (a1) The the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee Trustee, in trust, money or U.S. Government Obligations, or a combination thereof in amounts as will be sufficient (or another trustee satisfying without reinvestment), to pay and discharge the requirements of Section 6.07 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit principal of, and dedicated solely to, the Holders of such Securities, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2) 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 payment of principal of (and premium, if any, on) and interest, if any, interest on such Securities, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered Defeased Notes to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal 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 relevant Redemption Date in accordance with the terms of this Indenture and such Notes (provided that if such redemption shall be pursuant to Section 6(d) 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 will be determined using an assumed Applicable Premium calculated as of the date of such Securities.deposit, as calculated by the Company in good faith (which calculation shall be conclusive), and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1004, as necessary to pay the Applicable Premium as determined on such date); (b2) Such defeasance no Default or covenant defeasance 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 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.; (c4) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In in the case of an election under Section 14.021202, the Company shall have delivered to the Trustee an Opinion of Counsel stating from White & Case LLP or other counsel in the United States to the effect that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iiy) since the date of execution of this IndentureIssue Date, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm to the effect that, the Holders of such Outstanding Securities the Defeased Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such defeasance Defeasance and will be subject to Federal 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 Defeasance 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, lost or stolen and 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 the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or have been or are to be called for redemption 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 Company; (e5) In in the case of an election under Section 14.031203, the Company shall have delivered to the Trustee an Opinion of Counsel from White & Case LLP or other counsel in the United States to the effect that the Holders of such Outstanding Securities the Defeased Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such covenant defeasance Covenant Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance Covenant Defeasance had not occurred.; and (f6) The 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 provided for in this Section 1204 relating to either the defeasance Defeasance under Section 14.02 1202 or the covenant defeasance Covenant Defeasance under Section 14.03 (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 (g1), (2) Notwithstanding any other provisions and (3) of this Section 14.04, such defeasance 1204 or covenant defeasance shall be effected in compliance with as to any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01matters of fact.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 4.02 or Section 14.03 4.03 hereof to any Outstanding the Defeased Securities of or within a any series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 6.09 hereof who shall agree to comply with the provisions of this Article XIV 4 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1a) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2b) U.S. 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 principal, premium, if any, and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3c) a combination thereof thereof, in an amountany such 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 other qualifying trustee) to pay and discharge, (i) the principal of (and of, premium, if any, on) and interest, if any, on such Outstanding Securities interest on the Stated Maturity Defeased Securities of such series at the stated maturity of such principal or installment of principal principal, premium, if any, or interest and or (ii) any mandatory sinking fund payments or analogous payments applicable if the Company has made irrevocable arrangements satisfactory to such Outstanding Securities on Trustee for the day on which giving of notice of redemption by such payments are due Trustee in the name and payable at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of this the Indenture and the Securities of such Securities.series; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities of such series; (b2) No Default with respect to the Outstanding Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Section 4.02 hereof is concerned, at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period) no Default relating to Section 5.01(d), 5.01(e) or 5.01(f) hereof; (3) Neither the Company nor any Subsidiary of the Company is an "insolvent person" within the meaning of any applicable Bankruptcy Law on the date of such deposit or at any time during the period ending on the ninety-first day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) Such defeasance or covenant defeasance shall not cause the Trustee for the Securities to have a conflicting interest in violation of Section 6.08 hereof and for purposes of the Trust Indenture Act with respect to any securities of the Company; (5) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.; (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d6) In the case of an election under Section 14.024.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (iiy) since the date of execution of this Indenturehereof, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, defeasance and discharge to be effected with respect to the Securities of such series and will be subject to Federal federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.; (e7) In the case of an election under Section 14.034.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such the deposit and covenant defeasance to be effected with respect to the Securities of such series and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred.; (f8) The Company shall have delivered to the Trustee, an Opinion of Counsel to the effect that, immediately following the ninety-first day after the deposit, the trust funds established pursuant to this Article 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; (9) The Company shall have delivered to the Trustee an Officers’ ' Certificate stating that the deposit made by the Company pursuant to its election under Section 4.02 or 4.03 hereof was not made by the Company with the intent of preferring the Holders over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; (10) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent (other than conditions requiring the passage of time) provided for relating to either the defeasance under Section 14.02 4.02 or the covenant defeasance under Section 14.03 4.03 (as the case may be) have been complied with.with as contemplated by this Section 4.04; and (g11) Notwithstanding any other provisions of this Section 14.04, such Such defeasance or covenant defeasance shall not result in a 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 effected in compliance with any additional registered under the Act or substitute terms, conditions or limitations which exempt from registration thereunder. Opinions required to be delivered under this Section may be imposed on have such qualifications as are customary for opinions of the Company in connection therewith pursuant type required and reasonably acceptable to Section 3.01the Trustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 7.09 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1i) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2ii) Government Governmental 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 schedule 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 of principal of (and premiumor, if any, onsuch defeasance or covenant defeasance is to be effected in compliance with subsection (i) and interest, if anybelow, on such Securitiesthe relevant redemption date, as the case may be, money in an amount, or (3iii) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (iA) the principal of (and premium, if any, on) ), each installment of principal of and premium, if any, interest, if any, and, if such deposit is made by the Guarantor, only those Additional Amounts known to be payable by the Guarantor at the time of such defeasance or covenant defeasance, as the case may be, on such the Outstanding Securities of such series on the Stated Maturity stated maturity of or earlier redemption date, as the case may be, with respect to such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. . For this purpose, “Government Obligations” means securities that are (bI) Such defeasance or covenant defeasance shall not result direct obligations of the government which issued the currency in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Securities of such series are denominated for the payment of which its full faith and credit is pledged or (II) obligations of a party Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which it is bound. unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (cas defined in Section 3(a)(2) No Default or Event of Default the Securities Act of 1933, as amended) as custodian with respect to any such Securities shall have occurred and be continuing Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the date account of the holder of such deposit ordepository receipt, insofar provided that (except as Sections 5.01(5required by law) and 5.01(6) are concerned, at such custodian is not authorized to make any time during deduction from the period ending on amount payable to the 91st day after the date holder of such deposit (it being understood that this condition shall not be deemed satisfied until depository receipt from any amount received by the expiration custodian in respect of such period). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1302 or Section 14.03 1303 to any the then Outstanding Securities of or within a any series: (a1) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 609 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, payments specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of the Securities of such Securitiesseries, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and of, premium, if any, on) and interest, if any, each installment of interest on such Outstanding the Securities on the Stated Maturity of such principal or installment of principal 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 the Securities of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation ofseries. For this purpose, or constitute a default under"Government Obligations" means, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency in which such Securities shall have occurred series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is a member of the European Monetary Union) for the payment of which its full faith and be continuing on the date credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such deposit orgovernment the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax lawwhich, in either case case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation where the relevant government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the effect that, and based thereon such opinion shall confirm that, the Holders holder of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result depository receipt from any amount received by the custodian in respect of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 Government Obligation or the covenant defeasance under Section 14.03 (as the case may be) have been complied withspecific payment of principal of or interest on such Government Obligation evidenced by such depository receipt. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities of or within a series: (a1) The Company Corporation shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 608 who shall agree to comply with the provisions of this Article XIV Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1A) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (2B) 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 payment of principal of (and premium, if any), on) and interest, if any, on under such Securities, money in an amount, or (3C) a combination thereof in an amountthereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification thereof delivered to the Corporation, that is attached to an Officer’s Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and interest, if any, on such Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, 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. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c2) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5paragraphs (5) and 5.01(6(6) of Section 501 are concerned, 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). (d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Corporation is a party or by which it is bound. (4) In the case of an election under Section 14.021402, the Company Corporation shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 Federal federal income tax purposes as a result of such defeasance and will be subject to Federal 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. (e5) 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. (6) The Corporation 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 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. (7) In the case of an election under Section 14.031403, the Company 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 Federal U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to Federal 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. (f) The Company shall have 8) Either the Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel in Canada or a ruling from Canada Revenue Agency (or successor agency) to the effect that the Holders of such Outstanding Securities should not recognize income, each stating that all conditions precedent to either the defeasance under Section 14.02 gain or the covenant defeasance under Section 14.03 (loss for Canadian federal or provincial income tax purposes as the case may be) have been complied with. (g) Notwithstanding any other provisions a result of this Section 14.04, such defeasance or covenant defeasance shall and should be effected in compliance with any additional subject to Canadian federal or substitute terms, conditions or limitations which may be imposed provincial income tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of Securities include Holders who are not resident in Canada). (9) The Corporation 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). (10) The Corporation has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company in connection therewith pursuant to Section 3.01Act of 1940, as amended.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either defeasance under Section 14.02 or 13.02 and covenant defeasance under Section 14.03 13.03 with respect to any the Outstanding Securities of or within a particular series: (a) The Company or, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 7.09 who shall agree to comply with the provisions of this Article XIV Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such Securities, (1i) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2ii) 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 schedule 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 of principal of (and premiumor, if any, onsuch defeasance or covenant defeasance is to be effected in compliance with subsection (i) and interest, if anybelow, on such Securitiesthe relevant redemption date, as the case may be, money in an amount, or (3iii) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (iA) the principal of (and premium, if any, on) ), each installment of principal of and premium, if any, interest, if any, and all Additional Amounts known to be payable at the time of such defeasance or covenant defeasance, as the case may be, on such the Outstanding Securities of such series on the Stated Maturity stated maturity of or earlier redemption date, as the case may be, with respect to such principal or installment of principal or interest and (iiB) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such Securities series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5subsections 6.01(e) and 5.01(6(f) are concerned, 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). (dc) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) Notwithstanding any other provisions of this Section 14.04, such Such defeasance or covenant defeasance shall be effected not result in compliance with a breach or violation of, or constitute a default under, this Indenture or any additional other agreement or substitute terms, conditions or limitations instrument to which may be imposed on the Company in connection therewith pursuant to Section 3.01is a party or by which it is bound.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities Notes of or within a series: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), of money or (2) 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) Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any, on) any and interest, if any, interest on such SecuritiesNotes, money in an amount, or (3) a combination thereof thereof, any case, in an amountamount sufficient, sufficientwithout consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any), on) and interest, if any, interest on such Outstanding Securities Notes on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesNotes. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5501(5) and 5.01(6501(6) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01therewith.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 11.3 or Section 14.03 11.4 to any the Outstanding Securities of or within a such series: (a) The the Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 8.9 who shall agree to comply with the provisions of this Article XIV XI applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the Holders benefit of the holders of such Securities, (1A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity)amount, or (2B) U.S. 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 payment of principal of (and premium, if any, on) and interest, if any, on such Securitiespayment, money in an amount, or (3C) a combination thereof in an amountthereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) on and interesteach installment of principal of (premium, if any, ) and interest on such the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Default or Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, 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). (d) In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such 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. (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with. (g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.01.. For

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.02 1402 or Section 14.03 1403 to any Outstanding Securities Notes of or within a series: (a) The Company shall irrevocably have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 607 who shall agree to comply with the provisions of this Article XIV 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit offor, and dedicated solely to, the benefit of the Holders of such SecuritiesNotes, (1) an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), of money or (2) 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) Notes which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any, on) any and interest, if any, interest on such SecuritiesNotes, money in an amount, or (3) a combination thereof thereof, any case, in an amountamount sufficient, sufficientwithout consideration of any reinvestment of such principal and interest, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any), on) and interest, if any, interest on such Outstanding Securities Notes on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities Notes on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such SecuritiesNotes. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(5501(5) and 5.01(6501(6) are concerned, 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). (d) In the case of an election under Section 14.021402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable 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 Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such 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 defeasance had not occurred. (e) In the case of an election under Section 14.031403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the defeasance under Section 14.02 1402 or the covenant defeasance under Section 14.03 1403 (as the case may be) have been complied withwith and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. (g) Notwithstanding any other provisions of this Section 14.04Section, 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 in connection therewith pursuant to Section 3.01therewith.