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 14.2 or Section 14.3 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either Trustee (or another trustee satisfying the requirements of Section 6.8 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, (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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 paragraphs (5) and (6) 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). (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 party or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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. (5) In the case of an election under Section 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company Issuer or the Guarantor shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 Issuer may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. In the case of the provision for payment or redemption of less than all of the Securities of any series, such Securities or portions thereof shall have been selected by the Trustee in the manner specified by Section 1103 hereof in the case of the redemption of less than all of the Securities or any series and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee. (2) 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 or, insofar as paragraphs (56) and (67) of Section 5.1 501 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). (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 Issuer or the Guarantor is a party or by which it is bound. (4) In the case of an election under Section 14.21402, the Company Issuer or the Guarantor shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company Issuer or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 beneficial owners 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 the deposit and 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 the deposit and such defeasance had not occurred. (5) In the case of an election under Section 14.31403, the Company Issuer or the Guarantor shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders beneficial owners 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 the deposit and 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company Issuer or the Guarantor shall have delivered to the Trustees Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (as the case may be), ) have been complied with. In the event that all of the foregoing conditions provided for in this Section 1404 to the application of either Section 1402 or Section 1403, as the case may be, to any Outstanding Securities of or within a series and any related coupons shall have been complied with, the Issuer shall, as promptly as practicable, but, in any event, within five Business Days of such compliance, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such amount or Government Obligations has or have been deposited and the effect thereof; provided however, that the failure to give such notice or any defect therein shall not affect the validity of the proceedings for the application of either Section 1402 or Section 1403, as the case may be, with respect to such Securities.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related couponscoupons appertaining thereto. 76 (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, and (iii) all amounts due or constitute a default under, this Indenture or any other material agreement or instrument to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, which the Company may give to the Trustees, in accordance with Section 11.2 hereof, is a notice of its election to redeem all party 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, by which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingit is bound. (2c) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied with.301. 77

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponsseries: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSecurities, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Securities (determined on the basis of the Currency currency, currencies or currency unit 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponsSecurities, money in an amount, or (C3) a combination thereofthereof 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) 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 interest, if any, principal or interest 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 Securities and any related couponsSecurities; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) 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 (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (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 or any related coupons shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(7) and (6501(8) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be) registration is not required under the Investment Company Act of 1940, as applicableamended, and 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) After the 91st day following the deposit, the trust funds will not be subject to Canadian federal the effect of any applicable bankruptcy, insolvency, reorganization 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)similar laws affecting creditors' rights generally. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 15.02 or Section 14.3 Section 15.03 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 7.08 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, (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 Securities and any related coupons, and (iii) all amounts due to the Trustees Trustee under Section 6.77.07; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 12.02 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 11 Twelve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs clauses (57) and (6) 8) of Section 5.1 6.01 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. (4) In the case of an election under Section 14.215.02, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.315.03, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The Company shall have delivered to the Trustees Trustee 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 federal, provincial or provincial territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of 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 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.13.01. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.2 15.02 or the covenant defeasance under Section 14.3 15.03 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 76 83 their 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 or Section 14.3 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A) and an amount (in such Currency currency, currencies or currency unit or composite currency in which such Securities and any related coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity), or (B) 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 and installments of principal and interest thereon 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, ) and interest, if any, under on such Securities and any related coupons, money in an amountcoupons appertaining thereto, or (C) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 5.1(e) and (65.1(f) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (bB) 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 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, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (5e) In the case of an election under Section 14.3, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any 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 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be) have been complied with and 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 either (A) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 14.2 or 14.3 (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 (B) all necessary registrations under said act have been effected. (g) 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 defeasancemay be, as applicable, shall not occurred (and cause the Trustee to have a conflicting interest for the purposes of such opinion, such Canadian counsel shall assume that Holders the TIA with respect to any securities of the Securities include Holders who are not resident in Canada)Company. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) Notwithstanding any other provisions of this SectionSection 14.4, 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 3.1. . Any deposits with the Trustee (10or other qualifying trustee) The Company referred to in paragraph (a) above shall have delivered be made under the terms of an escrow trust agreement in form and substance satisfactory 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied withTrustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Securities (determined on the basis of payable in the Currency 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereofthereof 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs clauses (5) and or (6) of Section 5.1 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (a1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b2) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (1) as a result of such defeasance a deposit pursuant to Subsection (a) of this Section and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would trustee for such trust funds or (2) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company Issuer shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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. (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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company Issuer shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company Issuer shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company Issuer shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Issuer's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Issuer, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Issuer in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 77 accordance with the terms of this Indenture and of such Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 the deposit and 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 the deposit and such defeasance had not occurred. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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 the deposit and 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities and any related coupons (determined on the basis of the Currency in which such Securities and any related coupons 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 shall provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public chartered accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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, 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs clauses (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will shall 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 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will and any related coupons shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall 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) 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. (7) The Company shall have delivered to the Trustees Trustee 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. (8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities will shall not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes purpose as a result of such defeasance or covenant defeasance, as applicablethe case may be, and will shall 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 applicablethe case may be, 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Debt Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust trustee funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Debt Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Debt Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Debt Securities and coupons appertaining thereto (determined on the basis of the Currency currency, currencies or currency unit in which such Debt 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 of) (and premium, if any, ) and interest, if any, under on such Debt Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Debt Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any related coupons appertaining thereto on the day date on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2) 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 paragraphs (5) and (6) 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). (3b) 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. (4c) No Event of Default or event which with notice of lapse of time or both would become an Event of Default with respect to such Debt Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, (d) In the case of an any election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 Debt Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. . (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 or Section 14.3 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, 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 11 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5Section 5.1(7) and (6) 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). (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 (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 election and 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 the deposit and such defeasance had not occurred. (5) In the case of an election under Section 14.3, the Company shall have delivered to the Trustees 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 the deposit and 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (107) The Company shall have delivered to the Trustees Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any), and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, 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 TrusteesCompany, that is attached to an Officer's Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided PROVIDED that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) 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 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 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 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The 8) Either the Company shall have has delivered to the Trustees Trustee 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, federal or provincial or territorial income tax or other tax purposes purpose as a result of such defeasance or covenant defeasance, as applicable, defeasance 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). (79) The Company is not an “"insolvent person” " within the meaning of the Bankruptcy and Insolvency Act 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company shall have has delivered to the Trustees an Officers’ Certificate and Trustee an Opinion of Counsel, each stating Counsel to the effect that all conditions precedent provided for, relating to either such deposit shall not cause the defeasance under Section 14.2 Trustee or the covenant defeasance under Section 14.3 (trust so created to be subject to the Investment Company Act of 1940, as the case may be), have been complied withamended.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1302 or Section 14.3 1303 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have has deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and or premium, if any, and or interest, if any, or any other sums due under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, or 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 11 Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 paragraphs (5) and (6) 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). (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 party or by which it is bound. (4) In the case of an election under Section 14.21302, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (53) In the case of an election under Section 14.31303, the Company shall have delivered to the Trustees 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. (64) The Company shall have has delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the 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, federal or provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, defeasance and will be subject to Canadian federal or 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, as applicable, defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the such Outstanding Securities include Holders who are not resident in Canada). (75) 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) 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 (6) of 7)of Section 5.1 501 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. (9) 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 3.1301. (10) The Company shall have delivered to the Trustees Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1302 or the covenant defeasance under Section 14.3 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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company Corporation shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and (including any premium, if any, ) and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees 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 Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such such, principal (and premium, if any) or installment of interest, if any, or interest 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 Corporation may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (3) 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). (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. (45) In the case of an election under Section 14.21402, the Company Corporation shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (56) In the case of an election under Section 14.31403, the Company Corporation shall have delivered to the Trustees 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. (67) The Company shall have Corporation has delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the The Canada Revenue Agency to the effect that the Holders of such the Outstanding Securities and any related coupons 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 as covenant defeasance, as applicable, defeasance and will be subject to Canadian federal federal, provincial or provincial territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (7) 8) The Company is Corporation shall have delivered to the Trustee an Officer’s Certificate stating that the deposit made by the Corporation pursuant to its election under Section 1402 or 1403 was not an “insolvent person” within made by the meaning Corporation with the intent of preferring the Holders over other creditors of the Bankruptcy and Insolvency Act (Canada) on Corporation or with the date intent of such deposit defeating, hindering, delaying or at any time during defrauding creditors of 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) No Event of Default Corporation or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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)others. (9) 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 Act of 1940. (10) 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 3.1301. (1011) The Company Corporation shall have delivered to the Trustees Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Debt Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Debt Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Debt Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity)Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be, or (B2) Government Obligations applicable to such Debt Securities and coupons appertaining thereto (determined on the basis of the Currency currency, currencies or currency unit in which such Debt Securities and coupons appertaining thereto are then specified as payable at Stated MaturityMaturity or the applicable Redemption Date, as the case may be) 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, ) and interest, if any, under on such Debt Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Debt Securities and any related coupons appertaining thereto on the Stated Maturity (of such principal or installment of principal or interest or the applicable Redemption Date, if applicable) of such principal (as the case may be, and premium, if any) or installment of interest, if any, (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any related 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 Debt Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 Debt Securities or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, Indenture there has been a change in the applicable U.S. 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 Debt Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under subsection (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on such Debt Securities provided such Debt Securities are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Debt Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture. (g) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 incomethat, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would have been the case had Trustee for 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)trust funds. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company or the Guarantor, if applicable, shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (57) and (6) 8) of Section 5.1 501 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). (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 (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries is bound. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 the deposit and 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 the deposit and such defeasance had not occurred. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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 the deposit and 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 Sated Maturity) 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereof, sufficientany 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, (ii) principal or interest and any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 14.02 or Section 14.3 14.03 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either Trustee (or another trustee satisfying the requirements of Section 6.8 6.08 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, premium (if any, ) and interest, interest (if any, ) under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the 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) and interest, interest (if any, ) on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (and premium, if any) or installment of interest, interest (if any), (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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.76.07; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.2 hereof11.02, 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 such Securities of such series and Article 11 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs clauses (5) and (6) of Section 5.1 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 Default or an Event of Default under, this Indenture or any other 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 14.214.02, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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. (5) In the case of an election under Section 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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.. 77 (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company PCS shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (Ai) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (Bii) 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (Ciii) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, discharge (i) the principal of (and premium, if any) and interest, if any, interest on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest, if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7coupons appertaining thereto; provided that the Trustees 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 PCS may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) 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 PCS 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(f) and (6501(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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company PCS shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company PCS has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company PCS shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company PCS shall have delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency Canada, Customs, Excise and Taxation to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal, federal or provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, defeasance 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, defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the such outstanding Securities include Holders who are not resident in Canada). (7g) The Company is PCS shall not be 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) No Event h) PCS shall have delivered to the Trustee an Officer's Certificate and an Opinion of Default Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or Default the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to Paragraph (a) above and the related exercise of PCS'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 PCS, with respect to such Securities shall have occurred and be continuing on the date of trust funds representing such deposit oror by the Trustee for such trust funds, insofar as paragraphs or (5ii) and (6) 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)all necessary registrations under said Act have been effected. (9i) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 provideprovide (without reinvestment of interest thereon), not later than one day before the due date of any payment of principal of (and premium, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of 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 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, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any 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 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company or the Guarantor in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Debt Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Debt Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Debt Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) Government Obligations obligations applicable to such Debt Securities and coupons appertaining thereto (determined on the basis of the Currency currency, currencies or currency unit in which such Debt 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, ) and interest, if any, under on such Debt Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Debt Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any related 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 Debt Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 Debt Securities or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 outstanding Debt Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute 72 terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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, ) and interestinterest and Additional Amounts, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereofthereof 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) Trustee to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest or on a Redemption Date therefor and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related couponscoupons appertaining thereto; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) 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 (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(5) and (6501(6) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be) registration is not required under the Investment Company Act of 1940, as applicableamended, and 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) After the 91st day following the deposit, the trust funds will not be subject to Canadian federal the effect of any applicable bankruptcy, insolvency, reorganization 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)similar laws affecting creditors' rights generally. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1502 or Section 14.3 1503 to any Outstanding Securities of or within a series and any related couponsseries: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 608 who shall agree to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSecurities, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7Securities; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (3) Such defeasance No event or covenant defeasance condition 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 exist that would prevent the Company is party from making payments of the principal of (and premium, if any) or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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 interest 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 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event 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. (5) In the case of Default or Default with respect to such Securities an election under Section 1502, the Company shall have occurred and be continuing on delivered to the Trustee an Opinion of Counsel 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 federal income tax law, in either case to the effect that, and based thereon such deposit oropinion shall confirm that, insofar the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as paragraphs (5) 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. (6) In the case of an election under Section 5.1 are concerned1503, at any time during the period ending 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 91st day after same amounts, in the date of same manner and at the same times as would have been the case if such deposit (it being understood that this condition shall covenant defeasance had not be deemed satisfied until the expiration of such period)occurred. (97) In the case of an election under either Section 1502 or 1503, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1502 or 1503 was not made by the Company with the intent of preferring the Holders of Securities of any series over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.1301. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1502 or the covenant defeasance under Section 14.3 1503 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A) and an amount (in such Currency currency, currencies or currency unit or composite currency in which such Securities and any related coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity), or (B) 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 and installments of principal and interest thereon 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, ) and interest, if any, under on such Securities and any related coupons, money in an amountcoupons appertaining thereto, or (C) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trusteeTrustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2) 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. (3) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (bB) 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 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, 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 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any 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 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 Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (A) as a result of a deposit pursuant to clause (1) above and the related exercise of the Company's option under Section 1402 or 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 (B) all necessary registrations under said act have been effected. (7) 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 defeasancemay be, as applicable, shall not occurred (and cause the Trustee to have a conflicting interest for the purposes of such opinion, such Canadian counsel shall assume that Holders the TIA with respect to any securities 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 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)Company. (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) Notwithstanding any other provisions of this SectionSection 1404, 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 3.1. 301. Any deposits with the Trustee (10or other qualifying trustee) The Company referred to in paragraph (1) above shall have delivered be made under the terms of an escrow trust agreement in form and substance satisfactory 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied withTrustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and money in an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and (including any premium, if any, ) and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees 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 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 interest, if any, or interest 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. (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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. (6) 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. (7) The Company shall have delivered to the Trustees Trustee 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. (8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Customs and 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 purpose as a result of such defeasance or covenant defeasance, as applicable, defeasance 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). (79) 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons coupons, appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, (ii) any mandatory sinking fund payments principal or interest or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(5) and (6501(6) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1therewith. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1502 or Section 14.3 1503 to any Outstanding Securities SENs of or within a series and any related couponsSeries: (1) The Company or the Guarantor shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 708 who shall agree to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSENs, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated MaturityDollars), or (B) Government Obligations applicable to such Securities SENs (determined on the basis of the Currency in which such Securities are then specified as payable at Stated MaturityDollars) 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, ) and interest, if any, under such Securities and any related couponsSENs, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, installment of interest on such Outstanding Securities and any related coupons SENs on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons SENs on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingSENs. (2) In the case of an election under Section 1502, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel (which shall be outside counsel) stating that (x) the Company and the Guarantor have received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the 107 94 date of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding SENs 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. (3) In the case of an election under Section 1503, the Company and the Guarantor shall have delivered to the Trustee an Opinion of Counsel (which shall be outside counsel) to the effect that the Holders of such Outstanding SENs will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (4) The Company and the Guarantor shall have delivered to the Trustee an Officers' Certificate to the effect that such SENs, if then listed on any securities exchange, will not be delisted as a result of such deposit. (5) No Default or Event of Default with respect to such Securities or any related coupons SENs shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5vi) and (6vii) of Section 5.1 603 are concerned, at any time during the period ending on the 91st 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (36) Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 708 and for purposes of the Trust Indenture Act with respect to any securities of the Company. (7) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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. (5) In the case of an election under Section 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (109) The Company and the Guarantor shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1502 or the covenant defeasance under Section 14.3 1503 (as the case may be), ) have been complied with. 108 95 (10) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the U.S. Investment Company Act of 1940, as amended, or such trust shall be qualified under such act or exempt from regulation thereunder.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 14.2 or Section 14.3 to any Outstanding Securities or any series of or within a series and any related couponsSecurities, as the case may be: (1a) The Company Issuer shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying which satisfies the requirements of contemplated by Section 6.8 who shall agree 7.11 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of such Securities and any related couponsSecurities, (A) and amount money (in such Currency the currency in which such the Securities and any related coupons of a particular series are then specified as payable at Stated Maturity)denominated) in an amount, or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment payments 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, and interest, if any, under such Securities and any related couponspayment, money (in the currency in which the Securities of a particular series are denominated) in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) any premium and interest, if any, interest on such Outstanding Securities and any related coupons on the respective Stated Maturity (or Redemption DateMaturities, if applicable) of such principal (and premium, if any) or installment of interest, if any, (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 such Securities. As used herein, “Government Obligation” means (x) any security which is (i) a direct obligation of such Securities and any related couponsthe government which issued, and (iii) all amounts due to or of the Trustees under Section 6.7; provided that the Trustees shall have been irrevocably instructed to apply such money or the proceeds Government of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a depositCanada denominated in, the Company may give to the Trustees, currency 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 which the Securities of such a particular series are denominated for the payment of which its full faith and Article 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 paragraphs (5) and (6) 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). (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 credit is party or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a rulingpledged, or (bii) since obligations of a Person the date payment of execution of this Indenturewhich is unconditionally guaranteed as its full faith and credit obligation by such government, there has been a change or, if such obligations are denominated in the applicable U.S. federal income tax lawcurrency in which the Securities of a particular series are issued, by the Government of Canada, which, in either case to (i) or (ii), is not callable or redeemable at the effect thatoption of the issuer thereof, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and (y) any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes depositary receipt issued by a bank (as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, defined in the same manner and at the same times as would have been the case if such defeasance had not occurred. (5Section 3(a)(2) In the case of an election under Section 14.3, 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 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 Act or in Canada). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Bank 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) No Event of Default or Default as custodian with respect to any Government Obligation which is specified in clause (x) above and held by such Securities shall have occurred and be continuing on bank for the date account of the holder of such deposit ordepositary receipt, insofar or with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as paragraphs (5required by law) and (6) of Section 5.1 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 depositary receipt from any amount received by the expiration custodian in respect of such period). (9) 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. (10) The Company 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 14.2 Government Obligation or the covenant defeasance under Section 14.3 (as the case may be), have been complied withspecific payment of principal or interest evidenced by such depositary receipt.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponsseries: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSecurities, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related couponsSecurities, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7Securities; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (3) Such defeasance No event or covenant defeasance condition 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 exist that would prevent the Company is party from making payments of the principal of (and premium, if any) or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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 interest 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 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event 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. (5) In the case of Default or Default with respect to such Securities an election under Section 1402, the Company shall have occurred and be continuing on delivered to the Trustee an Opinion of Counsel 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 federal income tax law, in either case to the effect that, and based thereon such deposit oropinion shall confirm that, insofar the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as paragraphs (5) 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. (6) In the case of an election under Section 5.1 are concerned1403, at any time during the period ending 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 91st day after same amounts, in the date of same manner and at the same times as would have been the case if such deposit (it being understood that this condition shall covenant defeasance had not be deemed satisfied until the expiration of such period)occurred. (97) In the case of an election under either Section 1402 or 1403, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1402 or 1403 was not made by the Company with the intent of preferring the Holders of Securities of any series over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.1301. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and money in an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) 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 principal, premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteesaccountants, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and principal, premium, if any) , 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 (and principal, premium, if any) , or installment of interest, if any, or interest 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 Securities and any related coupons; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided however, that the Trustees Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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. (2) 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 paragraphs (5) and (6) 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). (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 party or by which it is boundIndenture. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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. (5) In the case of an election under Section 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (93) Notwithstanding any other provisions of this SectionSection 1404, 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 3.1301. (104) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (as the case may be), ) have been complied withsatisfied.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity)money, or (B) 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, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related coupons, and provided further that upon the effectiveness of this Section 1404, the money or U.S. Government Obligations deposited shall not be subject to the rights of the holders of Senior Debt pursuant to the provisions of Article Sixteen. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) 8) and (69) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. (6) 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. (7) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel in Canada Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or a ruling from the Canada Revenue Agency to covenant defeasance under Section 1403 (as 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 case may be) 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)complied with. (7) The 8) No event or condition shall exist that pursuant to the provisions of Sections 1602 and 1603 would prevent the Company is not an “insolvent person” within the meaning from making payments of the Bankruptcy principal of (and Insolvency Act (Canadapremium, if any, on) or interest on the Securities 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 15.02 or Section 14.3 15.03 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 7.08 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, : (Aa) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), ; or (Bb) 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, and interest, if any, under such Securities and any related coupons, money in an amount, ; or (Cc) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, : (i) the principal of (and premium, if any) 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 interest, if any, ; (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 Securities and any related coupons, ; and (iii) all amounts due to the Trustees Trustee under Section 6.77.07; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 12.02 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 11 Twelve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs clauses (57) and (6) 8) of Section 5.1 6.01 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. (4) In the case of an election under Section 14.215.02, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that that: (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ; or (b) since the date of 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. (5) In the case of an election under Section 14.315.03, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The Company shall have delivered to the Trustees Trustee 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 federal, provincial or provincial territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of 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 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.13.01. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.2 15.02 or the covenant defeasance under Section 14.3 15.03 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees Trustee (or other qualifying 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 TrusteesTrustee (or other qualifying trustee), in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5Section 501(5) and (6) 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. (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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 14.02 or Section 14.3 14.03 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 6.08 who shall agree to comply with the provisions of this Article 14 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public chartered accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 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 Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. (4) In the case of an election under Section 14.214.02, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 Opinion of Counsel 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. (5) In the case of an election under Section 14.314.03, the Company shall have delivered to the Trustees 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. (6) The Company shall have has delivered to the Trustees Trustee an Opinion of Counsel in Canada 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. (7) The Company has delivered to the Trustee either an Opinion of Counsel of Canadian counsel or a ruling from the Canada Customs and Revenue Agency Agency, in either case 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, defeasance 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, defeasance not occurred (and for the purposes of such opinionOpinion of Counsel, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (7) 8) 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.13.01. (10) The Company shall have delivered to the Trustees Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 14.02 or the covenant defeasance under Section 14.3 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 14.2 1302 or Section 14.3 1303 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, ; and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 the terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereof, 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons coupons, appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, (ii) any mandatory sinking fund payments principal or interest or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21302, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31303, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1302 or covenant defeasanceSection 1303 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1502 or Section 14.3 1503 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fifteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (57) and (6) 8) of Section 5.1 501 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). (3) Such defeasance No event or covenant defeasance condition shall not result in a breach exist that, pursuant to the provisions of Section 1202 or violation of1203, or constitute a default under, this Indenture or any other material agreement or instrument to which would prevent the Company is party from making payments of the principal of (and premium, if any) or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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 interest 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 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event 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. (5) In the case of Default or Default with respect to such Securities an election under Section 1502, the Company shall have occurred and be continuing on delivered to the Trustee an Opinion of Counsel 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 federal income tax law, in either case to the effect that, and based thereon such deposit oropinion shall confirm that, insofar the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for federal income tax purposes as paragraphs (5) 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. (6) In the case of an election under Section 5.1 are concerned1503, at the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any time during the period ending related coupons 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 91st day after same amounts, in the date of same manner and at the same times as would have been the case if such deposit (it being understood that this condition shall covenant defeasance had not be deemed satisfied until the expiration of such period)occurred. (97) In the case of an election under either Section 1502 or 1503, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1502 or 1503 was not made by the Company with the intent of preferring the Holders of Securities of any series over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.1301. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1502 or the covenant defeasance under Section 14.3 1503 (as the case may be), ) have been complied with.. 110

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a 75 ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 13.2 or Section 14.3 13.3 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency or currencies in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency currency or currencies 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 Certificate of a Firm of Independent Public Accountants delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) Trustee to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons on appertaining thereto to the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest or any applicable Redemption Date and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 5.1(d) and (65.1(e) 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), and the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to the customary exceptions) to the effect that after the passage of 91 days following deposit, the trust funds will not be subject to the effect of any applicable Federal or State bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. (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 party or by which it is bound. (4d) In the case of an election under Section 14.213.2, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.313.3, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 13.2 or the covenant defeasance under Section 13.3 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 13.2 or covenant defeasanceSection 13.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1. (10h) The If the Securities of such series are to be redeemed, either notice of such redemption shall have been given or the Company shall have delivered given the Trustee irrevocable directions to give notice of such redemption in the name, and at the expense of, the Company, under arrangements satisfactory 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied withTrustee.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 11.02 or Section 14.3 11.03 hereof to any the Outstanding Securities of or within a series and any related couponsDefeasible Series: (1i) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying that satisfies the requirements of contemplated by Section 6.8 who shall agree 9.10 hereof and agrees to comply with the provisions of this Article 11 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Outstanding Securities of such Securities and any related couponsseries, (A) and amount (money in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity)an amount, or (B) 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, and interest, if any, under such Securities and any related couponspayment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or any such other qualifying trustee) to pay and discharge, (i1) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any related coupons interest on the Securities of such series on the respective Stated Maturity Maturities (or Redemption Dateredemption date, if applicable) of such principal (and premium, if any) or installment of interest, if any, interest and (ii2) 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7Securities; provided that the Trustees Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 4.02 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 11 4 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 paragraphs (5) and (6) 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). (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 party or by which it is bound. (4ii) In the case of an election under Section 14.211.02 hereof, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (aA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (bB) since the date of execution of this Indenturefirst set forth hereinabove, there has been a 47 56 change in the applicable U.S. federal Federal income tax law, in either case case, to the effect that, and based thereon such opinion shall confirm that, the Holders of such the Outstanding Securities and any related coupons of such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been be the case if such defeasance had deposit, Defeasance and discharge were not occurredto occur. (5iii) In the case of an election under Section 14.311.03 hereof, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, 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 occurredto occur. (6iv) The Company shall have delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency Officers' Certificate to the effect that the Holders Securities of such Outstanding Securities series, if then listed on any securities exchange, will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes be delisted as a result of such defeasance 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)Covenant Defeasance. (7v) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit No Default 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on at the date time of such deposit or, insofar as paragraphs deposit. (5vi) and (6) 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 Such Defeasance or Covenant Defeasance shall not be deemed satisfied until cause the expiration Trustee to have a conflicting interest within the meaning of such periodthe TIA (assuming all Securities are in default within the meaning of the TIA). (9vii) 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. (viii) Notwithstanding any other provisions of this Section, such defeasance Defeasance or covenant defeasance Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.13.01 hereof. (10ix) The Company shall have delivered to the Trustees Trustee an Officers’ Certificate and an Opinion of Counsel' Certificate, each stating that all conditions precedent provided for, relating with respect to either the defeasance under Section 14.2 such Defeasance or the covenant defeasance under Section 14.3 (as the case may be), Covenant Defeasance have been complied with. 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 48 57 Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder.

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponsCoupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsCoupons, (A) and an amount (in such Currency in which such Securities and any related coupons Coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms (without consideration of any reinvestment thereof) will provide, not later than one day before the due date of any payment of principal of and (including any premium, if any, ) and interest, if any, under such Securities and any related couponsCoupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees 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 Outstanding Securities and any related coupons Coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons -90- Coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7Coupons; provided that the Trustees 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 couponsCoupons. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) No Default or Event of Default with respect to such Securities or and any related coupons Coupons shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons Coupons will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. United States federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The Company shall have delivered to the 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponsseries: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSecurities, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Securities (determined on the basis of the Currency currency, currencies or currency unit 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponsSecurities, money in an amount, or (C3) a combination thereofthereof 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) 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 interest, if any, principal or interest 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 Securities and any related couponsSecurities; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) 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 (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (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 or any related coupons shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be) registration is not required under the Investment Company Act of 1940, as applicableamended, and 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) After the 91st day following the deposit, the trust funds will not be subject to Canadian federal the effect of any applicable bankruptcy, insolvency, reorganization 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)similar laws affecting creditors' rights generally. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied with.301. -71- 78

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) if Securities of such series are not subject to early repayment at the option of the Holders, 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 premiumpremium or Make- Whole Amount, if any, ) and interest, if any, under and Additional Amounts, if any, on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereofthereof 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related couponscoupons appertaining thereto; provided, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 couponsSecurities. Before such a deposit, the Company may give to the TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a breach or default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company). (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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel in Canada 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 a ruling from Section 1403 (as the Canada Revenue Agency 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) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) The Company shall have delivered an Opinion of Counsel to the effect that the Holders of such Outstanding Securities trust funds deposited pursuant to this Section 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 the rights of any holders of Senior Debt, including those arising under Article Seventeen, except and subject to the effect of any applicable bankruptcy, insolvency, reorganization or provincial income tax similar laws affecting creditors' rights generally 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 general principals of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada)equity. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9i) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as 97 87 payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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 98 88 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. (5) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees 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. (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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.1301. (107) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 1302 or Section 14.3 1303 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have has deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and or premium, if any, and or interest, if any, or any other sums due under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, or 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 11 Ten hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 paragraphs (5) and (6) 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). (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 party or by which it is bound. (4) In the case of an election under Section 14.21302, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (53) In the case of an election under Section 14.31303, the Company shall have delivered to the Trustees 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. (64) The Company shall have has delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the Canada 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, federal or provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, defeasance and will be subject to Canadian federal or 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, as applicable, defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the such Outstanding Securities include Holders who are not resident in Canada). (75) 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) 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 (67) of Section 5.1 501 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. (9) 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 3.1301. (10) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1302 or the covenant defeasance under Section 14.3 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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided PROVIDED that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance 104 with the terms of the Securities of such series and Article 11 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (57) and (6) 8) of Section 5.1 501 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). (3) Such defeasance No event or covenant defeasance condition 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 exist that would prevent the Company is party from making payments of the principal of (and premium, if any) or by which it is bound. (4) In the case of an election under Section 14.2, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) 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 interest 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 14.3, 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event 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. (5) In the case of Default or Default with respect to such Securities an election under Section 1402, the Company shall have occurred and be continuing on delivered to the Trustee an Opinion of Counsel 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 federal income tax law, in either case to the effect that, and based thereon such deposit oropinion shall confirm that, insofar the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for federal income tax purposes as paragraphs (5) 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. (6) In the case of an election under Section 5.1 are concerned1403, at the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any time during the period ending related coupons 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 91st day after same amounts, in the date of same manner and at the same times as would have been the case if such deposit (it being understood that this condition shall covenant defeasance had not be deemed satisfied until the expiration of such period)occurred. (97) In the case of an election under either Section 1402 or 1403, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1402 or 1403 was not made by the Company with the intent of preferring the Holders of Securities of any series over other creditors of the Company 105 or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.1301. (109) The Company shall have delivered to the Trustees Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (as the case may be), ) have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following shall will be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponsSecurities: (1) The Company shall irrevocably have deposited must deposit or caused cause to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponsSecurities, (A) and an amount of cash (in such Currency currency, currencies or currency units in which such the applicable Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such the applicable Securities (determined on the basis of the Currency currency, currencies or currency units in which such the applicable 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, and interest, if any, under such Securities and any related coupons, provide money in an amount, or (C) a combination thereof, sufficient, in the case of clauses (B) and (C) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, interest on such the applicable 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 interest, if any, principal or interest 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingSecurities. (2) 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 or any related coupons shall have occurred and be continuing on the date of such deposit or insofar as paragraphs (5) and (6) 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)deposit. (3) Such defeasance or covenant defeasance shall not result cause the Trustee for such Securities to have a conflicting interest as defined in a breach or violation of, or constitute a default under, Section 608 and (to the extent that the Trust Indenture Act applies to this Indenture or any other material agreement or instrument Securities) for purposes of the Trust Indenture Act with respect to which any securities of the Company is party or by which it is boundCompany. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that either (ax) the Internal Revenue Service has published a ruling or the Company has received from, or there has been published by, a ruling from the Internal Revenue Service a rulingService, or (by) since the date of execution of this Indenture, 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 beneficial owners 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. (5) In the case of an election under Section 14.31403, the Company or the Guarantor shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders beneficial owners of such Outstanding Securities of such series 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 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) Notwithstanding any other provisions of this Section, such 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 3.1301. (107) The Company or the Guarantor, as applicable, shall have delivered to the Trustees Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, for relating to either the defeasance under Section 14.2 1402 or the covenant defeasance under Section 14.3 1403 (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 14.2 14.02 or Section 14.3 14.03 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either Trustee (or another trustee satisfying the requirements of Section 6.8 6.08 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, (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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.76.07; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.2 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 11 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs clauses (57) and (6) 8) of Section 5.1 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. (4) In the case of an election under Section 14.214.02, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) In the case of an election under Section 14.314.03, 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 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). (7) The Company is not an “"insolvent person” " within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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 3.13.01. (109) The Company 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 14.2 14.02 or the covenant defeasance under Section 14.3 14.03 (as the case may be), have been complied with.. 100

Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related coupons: (1) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any), and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification or opinion thereof delivered to the TrusteesCompany, that is attached to an Officer's Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided PROVIDED that the Trustees 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 TrusteesTrustee, in accordance with Section 11.2 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 Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2) 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 or, insofar as paragraphs (5) and (6) of Section 5.1 501 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). (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. (4) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5) 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 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 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 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (6) The 8) Either the Company shall have has delivered to the Trustees Trustee an Opinion of Counsel in Canada or a ruling from the Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, federal or provincial or territorial income tax or other tax purposes purpose as a result of such defeasance or covenant defeasance, as applicable, defeasance 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). (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9) 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. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied with.

Conditions to Defeasance or Covenant Defeasance. The following ----------------------------------------------- shall be the conditions to for application of either Section 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 611 who shall agree to comply with the provisions of this Article XIV applicable to it) as trust funds in trust for the purpose purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, coupons appertaining thereto: (A1) and an amount (in such Currency currency, currencies, currency unit or composite currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency currency, currencies, currency unit or composite currency 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 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, (ii) any mandatory sinking fund payments principal or interest or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States complying with Section 102 and stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect complying with Section 102 and stating that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate complying with Section 102 and stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency complying with Section 102 and stating that (A) all conditions precedent to the effect that defeasance under Section 1402 or 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 covenant defeasance under Section 1403 (as the case may be) have been complied with and (B) either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 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, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination thereof, sufficientin 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, (ii) principal or interest and any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related 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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(6) and (6501(7) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 1402 or Section 14.3 1403 to any Outstanding Securities of or within a series and any related couponscoupons appertaining thereto: (1a) The Company shall irrevocably have deposited or caused to be deposited with either the Trustee (or another trustee satisfying the requirements of Section 6.8 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related couponscoupons appertaining thereto, (A1) and an amount (in such Currency currency, currencies or currency unit in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity), or (B2) 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 premiumpremium or Make-Whole Amount, if any, ) and interest, if any, under on such Securities and any related couponscoupons appertaining thereto, money in an amount, or (C3) a combination 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 TrusteesTrustee, to pay and discharge, and which shall be applied by the Trustees Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining 77 84 thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.7; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, 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 11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcoupons appertaining thereto. (2b) 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 or and any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or or, insofar as paragraphs (5Sections 501(7) and (6501(8) 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). (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 party or by which it is bound. (4d) In the case of an election under Section 14.21402, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States stating that (ai) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (bii) since the date of execution of this Indenture, there has been a change in the applicable U.S. 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 and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such defeasance and will be subject to U.S. 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. (5e) In the case of an election under Section 14.31403, the Company shall have delivered to the Trustees Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. 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. (6f) The Company shall have delivered to the Trustees Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and 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 either (i) as a result of such defeasance a deposit pursuant to subsection (a) above and the related exercise of the Company's option under Section 1402 or covenant defeasanceSection 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as applicableamended, and will be subject by the Company, with respect to Canadian federal the trust funds representing such deposit or provincial income tax and other tax on by the same amounts, in the same manner and at the same times as would Trustee for such trust funds or (ii) all necessary registrations under said Act 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)effected. (7) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9g) 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 which may be imposed on the Company in connection therewith pursuant to Section 3.1301. (10) The Company 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 14.2 or the covenant defeasance under Section 14.3 (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 14.2 15.02 or Section 14.3 Section 15.03 to any Outstanding Securities of or within a series and any related coupons: (1a) The Company shall irrevocably have deposited or caused to be deposited with either Trustee (or another trustee satisfying the requirements of Section 6.8 7.08 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any related coupons, (A) and an amount (in such Currency in which such Securities and any related coupons are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustees, to pay and discharge, and which shall be applied by the Trustees (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) 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 interest, if any, (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 Securities and any related coupons, and (iii) all amounts due to the Trustees under Section 6.77.07; 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 and any related coupons. Before such a deposit, the Company may give to the Trustees, in accordance with Section 11.2 12.02 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 11 Tweleve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (2b) 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 or, insofar as paragraphs clauses (5f) and (6g) of Section 5.1 6.01 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). (3c) 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. (4d) In the case of an election under Section 14.215.02, the Company shall have delivered to the Trustees an Opinion of Counsel in the United States stating that (ax) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (by) 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. (5e) In the case of an election under Section 14.315.03, 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. (6f) 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 federal, provincial or provincial territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada). (7g) 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) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5) and (6) 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). (9h) 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 3.13.01. (10i) The Company 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 14.2 15.02 or the covenant defeasance under Section 14.3 15.03 (as the case may be), have been complied with.