Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option with respect to the Securities only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants reasonably acceptable to the Trustee expressing their opinion in form and substance reasonably acceptable to the Trustee that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) the defeasance does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect stating that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Environmental Control Bonds only if: (ia) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Indenture Trustee cash in U.S. Dollars, or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times will insure the availability of cash (or a combination thereof in an amount sufficient or Government Obligations, thereof) for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Environmental Control Bonds to the Securities when due at maturity or redemptionExpected Payment Date, as such deposit to be made in the case may be, including interest thereon to maturity or Defeasance Subaccount for such redemption dateSeries of Environmental Control Bonds; (iib) the Issuers deliver Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent registered public accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principal, premium, if any, in respect of the Environmental Control Bonds of such Series (i) principal in accordance with the Expected Sinking Fund Schedule therefor and (ii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, ninety-five days pass after the deposit is made and during the 123ninety-five-day period no Default specified in Section 6.01(f5.01(iv) or (gv) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default or Event of Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of the legal defeasance optionLegal Defeasance Option, the Issuers shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel from external counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Environmental Control Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Legal Defeasance Option 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 deposit and defeasance Legal Defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of the covenant defeasance optionCovenant Defeasance Option, the Issuers shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the Holders of the Environmental Control Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Covenant Defeasance Option 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 deposit and defeasance Covenant Defeasance had not occurred; and; (viiig) the Issuers deliver Issuer delivers to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Environmental Control Bonds of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with.; and (bh) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3Rating Agency Condition has been satisfied.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations for the payment of principal of, interest and premium, if any, on the Notes to maturity or a combination thereof redemption (including, in an amount sufficient or Government Obligationsthe case of payment of principal, the principal of interest and the interest on which will be sufficientpremium, or a combination thereof sufficientif any, to pay redemption, under arrangements reasonably satisfactory to the principal of and premium (if any) and interest on Trustee providing for redemption pursuant to irrevocable instructions delivered to the Securities when due at maturity or redemptionTrustee prior to 60 days before a Redemption Date), as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities outstanding Notes to maturity or redemption, as the case may be; (iii3) 123 days pass after the deposit is made and during the 123-day period (x) no Default specified in Section 6.01(f) or (g) Event of Default with respect to the Issuers occurs Notes shall have occurred and be continuing on the date of such deposit and (y) no Event of Default under Section 6.01(7) or (8) shall occur at any time in the period ending on the 123rd day after the date of such deposit (it being understood that the condition set forth in the preceding clause (y) is a condition subsequent which is continuing at shall not be deemed satisfied until the end expiration of such 123-day period, but in the case of the covenant defeasance, the covenants which are defeased under Section 8.01(b) will cease to be in effect unless an Event of Default under Section 6.01(7) or (8) occurs during such period); (iv4) the Company delivers to the Trustee an Officers' Certificate stating that the deposit does was not constitute made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company and the deposit is not prohibited under any Designated Senior Indebtedness; (5) neither the deposit nor the defeasance shall result in a default or event of default under any other material agreement binding on to which the Issuers Company is a party or by which the Company is bound and is not neither the deposit nor the defeasance shall be prohibited by Article 10; (v6) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (7) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) 8) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii9) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3Three.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (ia) the Issuers The Company shall irrevocably deposit in trust have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the benefit of the Holders of the Securities, cash in U.S. Dollars, U.S. non-callable Government Obligations Securities or a combination thereof thereof, in an amount sufficient or Government Obligations, the principal of and the interest on which such amounts as will be sufficient, or a combination thereof sufficient, to pay in the principal opinion of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that expressed in a written certification thereof delivered to the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient Trustee, to pay principal, and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay the principal of (and premium, if any, ) and interest when due (including any Special Interest) on all the outstanding Securities on the Stated Maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) said payments with respect to the Issuers occurs which is continuing at Securities. Before such a deposit, the end Company may give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the periodoutstanding Securities at a future date in accordance with Article Three, which notice shall be irrevocable; (ivb) No Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Section 6.01(h), (i) or (j) is concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) the deposit does not constitute a default hereunder or under any other material agreement binding on the Issuers Company and is not prohibited by Article 10Ten; (vd) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (e) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date 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 of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred; and (viiig) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 Eight have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, sufficient to pay the principal of and of, premium (if any) and interest (without reinvestment), on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) with respect to U.S. Government Obligations, or a combination of money and U.S. Government Obligations, the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity redemption or redemptionmaturity, as the case may be; provided that upon any defeasance that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium, calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Company shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Company; (v) the Company shall have delivered to the Trustee in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year, or if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Bond Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option of Bonds only if: (ia) the Issuers Bond Issuer irrevocably deposit deposits or causes to be deposited in trust with the Bond Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficient, or a combination thereof sufficient, each such Bond to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption dateScheduled Maturity Date; (iib) the Issuers deliver Bond Issuer delivers to the Bond Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Bonds (i) subject to clause (ii), premium, if anyprincipal in accordance with the Expected Amortization Schedule therefor, and (ii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f5.01(d) or (ge) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of an exercise of the legal defeasance optionLegal Defeasance Option, the Issuers Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel stating that (1i) the Issuers have Bond Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Bond Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Bonds will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Issuers Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that the Holders of the Bonds will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiig) the Issuers deliver Bond Issuer delivers to the Bond Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Bonds to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Company shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Company; (v) the Company shall have delivered to the Trustee in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof money in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) ), interest and additional interest (if any), on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants or reputable investment banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, interest and interest additional interest, if any, when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust (the “defeasance trust”) with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof (sufficient in an amount sufficient or Government Obligations, the opinion of a nationally recognized certified public accounting firm) for the payment of principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity Notes to redemption or redemption, as the case may be, including interest thereon to maturity or such redemption datematurity; (ii) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which the Issuers deliver Issuer is a party or by which the Issuer is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the Trustee a certificate from a nationally recognized firm granting of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and Liens in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may beconnection therewith); (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Event of Default under this Indenture has occurred and is continuing at after giving effect to such defeasance or covenant defeasance (other than a Default or Event of Default resulting from the end borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the periodgranting of Liens in connection therewith); (iv) the deposit does Issuer is not constitute a default under any other agreement binding an insolvent, unable to pay its debts in full or on the Issuers and is not prohibited by Article 10eve of insolvency under applicable law on the date of such deposit; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion that Holders of Counsel shall confirm that, the Holders Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred (and, in the case of legal defeasance only, such Opinion of Counsel shall be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law); (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders of the Holders Notes will not recognize income, gain or loss for Federal income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to Federal income tax of such jurisdiction on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Securities to be so defeased and discharged or defeasance as contemplated by this Article 8 have been complied with. (b) Before In connection with any defeasance or after covenant defeasance involving a redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee as provided in Section 8.2(a)(i) in respect of such Applicable Premium shall be sufficient if equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the Issuers may make arrangements satisfactory date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee for simultaneously with the redemption deposit of such Securities at a future date in accordance with Article 3Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period[Intentionally omitted]; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10[Intentionally omitted]; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred[Intentionally omitted]; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities[Intentionally omitted]; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred[Intentionally omitted]; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with[Intentionally omitted]. (b) [Intentionally omitted]. (c) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iviii) the deposit does not constitute a default under any other agreement binding on the Issuers and Issuer; (iv) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is not prohibited by Article 10qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) with reference to this Section 8.02, the Issuers Company has irrevocably deposit deposited in trust with the Trustee cash in U.S. Dollarsas trust funds solely for the benefit of the Holders of the Debt Securities of such series, U.S. for payment of the principal of and interest on the Debt Securities of such series, money or U. S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in an amount sufficient or Government Obligations, the principal opinion of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their opinion that expressed in a written certification thereof delivered to the payments Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the principal of and accrued interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at outstanding Debt Securities of such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities series to maturity or redemptionearlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is Debt Securities of such series shall have occurred and be continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, Holders of the Internal Revenue Service a ruling, or (2) since the date Debt Securities of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance the Company’s exercise of its option under this Section and will be subject to Federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; occurred and (vi2) impair the right Holders of any holder to receive payment the Debt Securities of principal of, premium, if any, and such series have a valid security interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurredtrust funds; and (viiiv) the Issuers deliver Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided relating to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 Section have been complied with. . In the case of legal defeasance under this Section 8.02 the Opinion of Counsel referred to in clause (biv)(1) above may be replaced by a ruling directed to the Trustee received from the Internal Revenue Service to the same effect. Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of the Debt Securities of such Securities series at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount in the opinion of a nationally recognized certified public accounting firm sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and the premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or ; provided that if such redemption is made pursuant to Paragraph 6(b) of the form of Note set forth in Exhibit A hereto, then (x) the amount of money or U.S. Government Obligations that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Issuer in good faith, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(fSections 6.1(v) or (gvi) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers shall have delivered Issuer delivers to the Trustee an Opinion of Counsel stating to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Advisors Act of 1940; (1vi) the Issuers have received fromIssuer delivers to the Trustee an Opinion of Counsel, or there has been published bysubject to customary assumptions and exclusions, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; occurred (vi) impair and, in the right case of any holder to receive payment legal defeasance only, such Opinion of principal of, premium, if any, and interest Counsel must be based on such holder’s Securities on a ruling of the Internal Revenue Service or after change in applicable U.S. federal income tax law since the due dates therefore or to institute suit for issuance of the enforcement of any payment on or with respect to such holder’s Securities;Notes); and (vii) in the case of the covenant defeasance option, the Issuers shall have delivered Issuer delivers to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; ; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (vix) impair have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the right Trustee for the giving notice of any holder to receive payment of principal of, premium, if anyredemption by the Trustee in the name, and interest on such holder’s Securities on or after at the due dates therefore or to institute suit for expense, of the enforcement of any payment on or with respect to such holder’s SecuritiesIssuer; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Note Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Notes only if: (ia) the Issuers Note Issuer irrevocably deposit deposits or causes to be deposited in trust with the Indenture Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Notes to the Securities when due at maturity Scheduled Maturity Dates or redemptionOptional Redemption Date therefor, as the case may be, including interest thereon to maturity or such redemption dateapplicable; (iib) the Issuers deliver Note Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on of the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Notes of such Series (i) subject to clause (ii), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (ii) if anysuch Series is to be redeemed, the Optional Redemption Price therefor on the Optional Redemption Date and (iii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f5.01(v) or (gvi) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of an exercise of the legal defeasance optionLegal Defeasance Option, the Issuers Note Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (1i) the Issuers have Note Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Notes of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and legal 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 deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Issuers Note Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Holders of the Notes of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (viiig) the Issuers deliver Note Issuer delivers to the Indenture Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Notes of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with.; and (bh) the Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance Option. Before or after a depositdeposit pursuant to this Section 4.02 with respect to any Series of Notes, the Issuers Note Issuer may make arrangements satisfactory to the Indenture Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.X.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option with respect to the Securities only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants reasonably acceptable to the Trustee expressing their opinion in form and substance reasonably acceptable to the Trustee that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) the defeasance does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the First Lien Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, the Issuers deliver Issuer delivers to the First Lien Trustee a certificate from a nationally recognized firm of independent accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity redemption or redemptionmaturity, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium or another redemption premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the First Lien Trustee equal to the Applicable Premium or such other redemption premium, as applicable, calculated as of the earlier of the date on which arrangements referred to in the succeeding sentence are entered into and the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the First Lien Trustee on or prior to the date of the redemption; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Issuer shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the First Lien Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the First Lien Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the First Lien Trustee for the giving of notice of redemption by the First Lien Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the right of any holder of the Notes to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the First Lien Trustee an Opinion of Counsel to the effect that the Holders holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the First Lien Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the First Lien Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, sufficient to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or be (provided that if such redemption is made pursuant to Paragraph 6(b) of the form of Note set forth in Exhibit A hereto (or any corresponding paragraph of a Global Note or a Definitive Note), (x) the amount of money or U.S. Government Obligations that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Issuer in good faith, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities such Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(v) or (gvi) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Advisors Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (vi) such exercise does not impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee in respect of cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers Issuer deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Issuer and is not prohibited by Article 10its Restricted Subsidiaries; (v) the Issuer deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair . Notwithstanding the right foregoing, the Opinion of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or Counsel required with respect to such holder’s Securitiesa legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers Issuer deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Issuer and is not prohibited by Article 10X; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers Issuer have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Transition Bonds only if: (ia) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Bond Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Transition Bonds to the Securities when due at maturity Expected Payment Date or redemptionRedemption Date therefor, as applicable, such deposit to be made in the case may be, including interest thereon to maturity or Defeasance Subaccount for such redemption dateSeries of Transition Bonds; (iib) the Issuers deliver Issuer delivers to the Bond Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Transition Bonds of such Series (i) subject to clause (ii), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (ii) if anysuch Series is to be redeemed, the Redemption Price therefor on the Redemption Date therefor and (iii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, 95 days pass after the deposit is made and during the 12395-day period no Default specified in Section 6.01(f5.01(v) or (gvi) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of the legal defeasance optionLegal Defeasance Option, the Issuers shall have delivered Issuer delivers to the Bond Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Transition Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Legal Defeasance Option 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 deposit and defeasance Legal Defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of the covenant defeasance optionCovenant Defeasance Option, the Issuers shall have delivered Issuer delivers to the Bond Trustee an Opinion of Counsel to the effect that the Holders of the Transition Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Covenant Defeasance Option 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 deposit and defeasance Covenant Defeasance had not occurred; and (viiig) the Issuers deliver Issuer delivers to the Bond Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Transition Bonds of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) Before . Notwithstanding any other provision of this Section 4.02 to the contrary, no delivery of cash or after U.S. Government Obligations to the Bond Trustee under this Section shall terminate any obligations of the Issuer under this Indenture with respect of any Transition Bonds which are to be redeemed prior to the Expected Final Payment Date therefor until such Transition Bonds shall have been irrevocably called or designated for redemption on a depositdate thereafter on which such Transition Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with the provisions of this Indenture or the Issuer shall have given the Bond Trustee, the Issuers may make arrangements in form satisfactory to the Trustee for Bond Trustee, irrevocable instructions to give, in the manner and at the times prescribed herein, notice of redemption of such Securities at a future date in accordance with Article 3Series.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (ii) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers occurs which Company shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Company and is not prohibited by Article 10X; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at its Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers Company deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or ; provided that if such redemption is made as provided in the second paragraph of Paragraph 5 of the Note (x) the amount of cash in U.S. dollars, non-callable Cash Equivalents, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Issuer and is not prohibited by Article 10X; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers Issuer have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Note Issuer may exercise their legal defeasance option ------------------------- the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Notes only if: (ia) the Issuers Note Issuer irrevocably deposit deposits or causes to be deposited in trust with the Note Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Notes to the Securities when due at maturity Scheduled Maturity Dates or redemptionRedemption Date therefor, as the case may be, including interest thereon to maturity or such redemption dateapplicable; (iib) the Issuers deliver Note Issuer delivers to the Note Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Notes of such Series (i) subject to clause (ii), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (ii) if anysuch Series is to be redeemed, the Redemption Price therefor on the Redemption Date therefor and (iii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f5.01(v) or (gvi) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of an exercise of the legal defeasance optionLegal Defeasance Option, the Issuers Note Issuer shall have delivered to the Note Trustee an Opinion of Counsel stating that (1i) the Issuers have Note Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Notes of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and legal 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 deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Issuers Note Issuer shall have delivered to the Note Trustee an Opinion of Counsel to the effect that the Holders of the Notes of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiig) the Issuers deliver Note Issuer delivers to the Note Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Notes of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) . Before or after a depositdeposit pursuant to this Section 4.02 with respect to any Series of Notes, the Issuers Note Issuer may make arrangements satisfactory to the Note Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.X.

Conditions to Defeasance. (a) The Issuers Issuer or any Guarantor may exercise their its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i1) the Issuers Issuer or such Guarantor irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient sufficient, or U.S. Government Obligations, which through the scheduled payment of principal of and the interest on which thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay the principal of and premium (principal, premium, if any) , and interest on the Securities when due at on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) unless only U.S. dollars shall have been so deposited, the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without investment will provide cash at such times and in such amounts as will be sufficient reinvestment, to pay the principal, premium, if any, and interest when due on all the Securities outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v3) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii4) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii5) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash for the benefit of the Holders money in U.S. Dollars, dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligationsfor the payment of principal, the principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on the Securities when due at maturity to their Stated Maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may bematurity; (iii3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to Event of Default shall have occurred and be continuing on the Issuers occurs which is continuing at the end date of the periodsuch deposit; (iv4) the deposit does such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under under, this Indenture or any other material agreement binding on or instrument to which the Issuers and Company or any Subsidiary Guarantor is not prohibited a party or by Article 10which the Company or any Subsidiary Guarantor is bound; (v5) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions, qualifications and exclusions) in the United States stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture Issue Date there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii6) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions, qualifications and exclusions) in the United States to the effect that the Holders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii7) the Issuers deliver Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to legal defeasance or covenant defeasance, as the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 case may be, have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Issuers occurs which Issuer shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv4) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuer; (v5) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi6) such exercise does not impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Securities Notes on or after the due dates therefore thereof or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s SecuritiesNotes; (vii7) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) 8) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. dollar-denominated Government Obligations or a combination thereof in an amount sufficient or U.S. dollar-denominated Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. dollar-denominated Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Company; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; provided, however, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gSection 6.01(f) with respect to the Issuers Issuer occurs which that is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion opinion of Counsel tax counsel of recognized standing in the United States stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service IRS a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel tax counsel of recognized standing in the United States shall confirm that, the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion opinion of Counsel tax counsel of recognized standing in the United States to the effect that the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which may be subject to customary assumptions and exclusions), each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers occurs which is shall have occurred and be continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10X; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit or cause to be deposited in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or ; provided that if such redemption is made pursuant to Paragraph 6(b) of the form of Note set forth in Exhibit A hereto (or any corresponding paragraph of a Global Note or a Definitive Note), then: (A) the amount of money or U.S. Government Obligations that the Issuers must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Issuers in good faith; and (B) the Issuers must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized certified public accounting firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(e) or (gf) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Advisors Act of 1940; (vi) in the case of the legal defeasance option, the Issuers shall will have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall will have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes (including an amount of cash equal to all accrued and unpaid PIK Interest to the applicable date) when due at maturity or redemption, as the case may bebe and has issued or will simultaneously with the deposit referred to above, including interest thereon issue the Warrants (as certified to maturity or such redemption datethe Trustee by the Issuer in an Officers’ Certificate); (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified (other than resulting from borrowing funds to be applied to make such deposit and the granting of Liens in Section 6.01(fconnection therewith) shall have occurred or (g) with respect to the Issuers occurs which is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating stating, subject to customary assumptions and qualifications, that (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect effect, subject to customary assumptions and qualifications, that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. All of the Collateral will be released from the Lien securing the Notes, as provided under Section 13.07 hereof, upon the exercise of the Issuer’s legal defeasance option or covenant defeasance option in accordance with the provisions described above. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof thereof, in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium Accreted Value of, premium, (if any) and interest on the applicable Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal the Accreted Value, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principalthe Accreted Value, premium, if any, any and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) Nalco Finance LLC delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Nalco Finance LLC shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Nalco Finance LLC shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Nalco Finance LLC delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may In order to exercise their legal defeasance option either Legal Defeasance or its covenant defeasance option only ifCovenant Defeasance: (i1) the Issuers Company must irrevocably deposit in trust with the Trustee Trustee, in trust, for the benefit of the Holders, cash in U.S. DollarsUnited States dollars, non-callable U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount sufficient or Government Obligations, the principal of and the interest on which such amounts as will be sufficient, or a combination thereof sufficient, to pay in the principal opinion of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient public accountants, to pay principalthe principal of, premium, if any, and interest when due on all the outstanding Securities to maturity on the stated date for payment thereof or redemptionon the applicable redemption date, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v2) in the case of the legal defeasance optionan election under Section 8.1(b) hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating in the United States reasonably acceptable to the Trustee confirming that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Indenture Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance Legal Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii3) in the case of the covenant defeasance optionan election under Section 8.1(c) hereof, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the effect Trustee confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance Covenant Defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; and; (viii4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Securities pursuant to this Article VIII concurrently with such incurrence) or insofar as Sections 6.1(8) or 6.1(9) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Issuers Company shall have delivered to the Trustee an opinion of counsel to the effect that after the later of (x) the 91st day following the deposit or (y) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (7) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or the Subsidiary Guarantors (if any) or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or any such Subsidiary Guarantors; (8) the Company deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (9) the Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge of Legal Defeasance or the Securities to be so defeased and discharged as contemplated by this Article 8 Covenant Defeasance have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash money in U.S. Dollars, dollars or U.S. Government Obligations or a combination thereof in an amount that is sufficient or Government Obligationsfor the payment of principal, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity Notes to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option option, in each case, with respect to the Securities only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) such exercise does not impair the right of any holder Holder to receive payment of principal ofprincipal, premium, if any, and interest on such holderHolder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option with respect to the Securities of any particular series (such series a “Defeasible Series”) only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities of such series when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption dateRedemption Date; (ii) if U.S. Government Obligations are deposited, the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities of such series to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) Event of Default with respect to the Issuers occurs which Securities of such series has occurred and is continuing at on the end date of such deposit and after giving effect thereto (other than a Default with respect to the Securities of such series resulting from the incurrence of Indebtedness all or a portion of the periodproceeds at which will be used to release the Securities of such series pursuant to this Section 8.02 concurrently with such incurrence); (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for Federal U.S. federal, U.K. and Belgian income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal, U.K. and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of such series will not recognize income, gain or loss for Federal U.S. federal, U.K. or Belgian income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal, U.K. and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and; (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged of such series as contemplated by this Article 8 have been complied with.; and (bix) Before or after a deposit, the Issuers may make arrangements satisfactory Issuer delivers to the Trustee for all other documents or other information that the redemption of such Securities at a future date Trustee may reasonably require in accordance connection with Article 3the defeasance.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or (sufficient in the opinion of a combination thereof in an amount sufficient or Government Obligationsnationally recognized certified public accounting firm) for the payment of principal, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity applicable issue of Notes to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or be (provided that if such redemption dateis pursuant to Section 6(b) of the applicable Notes Supplemental Indenture, (x) the amount of money or U.S. Government Obligations that the Issuer must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium for the applicable series of Notes calculated as of the date of such deposit, as calculated by the Issuer in good faith, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 5.5, as necessary to pay the Applicable Premium for the Notes as determined as of the date of the applicable redemption notice); (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(v) or (gSection 6.1(vi) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will beneficial owners of the Notes shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will beneficial owners of the Notes shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. . Notwithstanding the foregoing, the Opinion of Counsel required by Sections 8.2(a)(vi) and (bvii) need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within the same calendar year or (z) have been called for redemption within the same calendar year. Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee Trustee, cash in U.S. Dollars, U.S. Dollar-denominated Government Obligations or a combination thereof thereof, in an amount sufficient or or, in the case of Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Dollar-denominated Government Obligations Obligations, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee in respect of cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Hexion and is not prohibited by Article 10its Restricted Subsidiaries; (v) the Issuer delivers to the Trustee an Opinion of Counsel stating that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair . Notwithstanding the right foregoing, the Opinion of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or Counsel required with respect to such holder’s Securitiesa legal defeasance need not be delivered if all the Notes, not theretofore delivered to the Trustee for cancellation have become due and payable; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (ia) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount money sufficient or Government Obligations, the principal of and the interest on which when due, will be sufficient, or a combination thereof sufficientthereof, to pay sufficient for the payment of principal of and premium (if any) and interest on the Securities when due at to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (iib) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (iiic) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(fSections 6.01(a)(5) or (ga)(6) with respect to the Issuers Company occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other material agreement binding on the Issuers and is not prohibited by Article 10Company; (ve) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Securityholders will not recognize income, gain or loss for of Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiig) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the either legal defeasance and discharge of the Securities to be so defeased and discharged or covenant defeasance as contemplated by this Article 8 Eleven have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: (i) the Issuers irrevocably deposit deposits in trust with the Trustee in respect of cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Fixed Rate Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Fixed Rate Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers or Holdings occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers Holdings and is not prohibited by Article 10its Restricted Subsidiaries; (v) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair . Notwithstanding the right foregoing, the Opinion of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or Counsel required with respect to such holder’s Securitiesa legal defeasance need not be delivered if all the Fixed Rate Notes, not theretofore delivered to the Trustee for cancellation have become due and payable; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Fixed Rate Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Fixed Rate Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option with respect to Notes only if: (i1) in accordance with Section 8.1, the Issuers Issuer irrevocably deposit in trust deposits with the Trustee Trustee, in trust, for the benefit of the Holders of Notes, cash in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof of cash in an amount sufficient or U.S. dollars and U.S. Government Obligations, the principal of and the interest on which in amounts as will be sufficient, in the opinion of an accounting, appraisal or a combination thereof sufficientinvestment banking firm of national standing, to pay the principal of of, and premium (premium, if any) , and interest interest, if any, due on the Securities when due at maturity outstanding Notes on the Stated Maturity or redemptionon the applicable Redemption Date, as the case may be, including interest thereon and the Issuer must specify whether such Notes are being defeased to maturity Stated Maturity or to a particular Redemption Date (provided that if such redemption is made as provided in the fifth paragraph of paragraph 5 of the form of Note attached hereto as Exhibit A, (x) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined on such date); (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v2) in the case of the legal defeasance optiondefeasance, the Issuers shall have Issuer has delivered to the Trustee an Opinion of Counsel stating that (1subject to customary assumptions and exclusions) confirming that, subject to customary assumptions and exclusions, (a) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2b) since the date of this Indenture Issue Date, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall will confirm that, the Holders Beneficial Owners of the respective outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii3) in the case of the covenant defeasance optiondefeasance, the Issuers shall have Issuer has delivered to the Trustee an Opinion of Counsel (subject to the effect customary assumptions and exclusions) confirming that the Holders Beneficial Owners of the respective outstanding Notes will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (viii4) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the grant of any Lien securing such borrowings); (5) such legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries are bound; (6) the Issuers Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the respective outstanding Notes over the creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; (7) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the legal defeasance and discharge of or the Securities to be so defeased and discharged as contemplated by this Article 8 covenant defeasance have been complied with.; and (b) Before or after a deposit, 8) the Issuers may make arrangements satisfactory Issuer has delivered irrevocable instructions to the Trustee for to apply the redemption deposited money toward the payment of such Securities the Notes at a future date maturity or the Redemption Date, as the case may be (which instructions may be contained in accordance with Article 3the Officers’ Certificate referred to in clause (7) above).

Conditions to Defeasance. (a) The Issuers the Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash money in U.S. Dollarsan amount sufficient, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption dateRedemption Date and Special Interest, if any; (ii) the Issuers deliver Company delivers to the Trustee a certificate cer­tificate from a nationally recognized firm of independent indepen­dent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations Obliga­tions plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(g) or and (gh) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute constitute, or is quali­fied as, a default regulated investment company under any other agreement binding on the Issuers and is not prohibited by Article 10Investment the Company Act of 1940; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and cove­nant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiivii) the Issuers deliver Company delivers to the Trustee an OfficersOffi­cers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 10 have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Unless otherwise provided for a particular Series of Securities by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, the Company may exercise their its legal defeasance option or its covenant defeasance option with respect to any Series of Securities only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash money in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, sufficient to pay the principal of and premium (interest, if any) and interest on , in respect of the Securities when due at maturity of such Series to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm or firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premiumprincipal and interest, if any, and interest when due on all the Securities of that Series to maturity or redemption, as the case may be; (iii3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(fSections 6.01(5) or (g6) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv4) the deposit does not constitute a default under any other material agreement binding on the Issuers and is not prohibited by Article 10Company; (v5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (6) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of Securities of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii7) in the Issuers deliver case of the covenant defeasance option, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent Counsel to the effect that the Holders of Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and discharge of will be subject to Federal income tax on the Securities to be so defeased same amounts, in the same manner and discharged at the same times as contemplated by this Article 8 would have been complied with. (b) the case if such deposit and covenant defeasance had not occurred. Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of Securities of such Securities Series at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance its Legal Defeasance option or its covenant defeasance Covenant Defeasance option only if: (a) the Issuer irrevocably deposits in trust in the Defeasance/Redemption Account any one or any combination of (i) money, (ii) obligations of, and supported by the Issuers irrevocably deposit in trust with full faith and credit of, the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or (“U.S. Government Obligations, the principal ”) or (iii) obligations of and the interest on which will be sufficientcorporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agencies at such time and shall not have a combination thereof sufficientmaturity of longer than three years from the date of defeasance) for the payment of all principal or Redemption Price and interest (A) on the Notes or any class or subclass of Notes being defeased, in the case of Legal Defeasance, or (B) on all of the Notes in the case of Covenant Defeasance, in either case, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (iib) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due (i) on each class or subclass of Notes being defeased, in the case of Legal Defeasance, or (ii) on all of the Securities Notes in the case of Covenant Defeasance, in either case, to maturity or redemption, as the case may be; (iiic) 123 91 days pass after the deposit described in clause (a) above is made and during the 12391-day period no Event of Default specified in Section 6.01(f4.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (ivd) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1e) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered Issuer delivers to the Trustee an Opinion of Counsel to the effect that the Holders will trust resulting from the deposit described in clause (a) does not recognize incomeconstitute, gain or loss for Federal income tax purposes is qualified as, a regulated investment company under the Investment Company Act of 1940, as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.amended;

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, Cash or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligationsfor the payment of principal of, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on on, the Securities when due at to the date of maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants Independent Accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money Cash without investment will provide cash Cash at such times and in such amounts (but, in the case of the legal defeasance option only, not more than such amounts) as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may bematurity; (iii3) 123 days pass after the deposit described in clause (1) above is made and during the 123-day period no Default specified in Section 6.01(f5.01(7) or (g) 8) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv4) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement binding on the Issuers Issuer; (6) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, and is not prohibited by Article 10required to be registered as, an investment company under the Investment Company Act of 1940, as amended, and that the Trustee has a perfected first priority security interest in the Cash and/or U.S. Governmental Obligations deposited pursuant to Section 6.02(1); (v7) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) 8) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such deposit and covenant defeasance had not occurred; (9) the Rating Agencies have each provided written confirmation that such defeasance will not, in and of itself, cause the withdrawal, downgrade or qualification of any rating of the Securities or (after the Permitted Merger Date) the unsecured debt of MAALP; and (viii10) the Issuers deliver Issuer delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 6 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) a. the Issuers Company irrevocably deposit deposits in trust with the Trustee cash money in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficient(including premium, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at Notes to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) b. the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized accounting firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, principal and interest (including premium, if any, and interest ) when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) c. 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) occurs with respect to the Issuers occurs which Company or any other Person making the deposit that is continuing at the end of the period; (iv) d. no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto; e. the deposit does not constitute a default under any other agreement or instrument binding on the Issuers and is not prohibited by Article 10Company; (v) f. in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture Issue Date there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) g. in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders beneficial owners will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii) h. the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations euro or a combination thereof in an amount sufficient or euro-denominated European Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, to pay the principal of and of, premium (if any) and interest on in respect of the Securities when due at maturity Notes to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally an internationally recognized investment bank, appraisal firm or firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. European Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(fSections 6.01(7) or (g) 8) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv4) the deposit does not constitute a default under any other material agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v5) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (6) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee (A) an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date 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 of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such deposit and defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;; and (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii7) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee (A) an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and covenant defeasance had not occurred and (B) an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders will not recognize income, gain or loss for income tax purposes in such jurisdiction as a result of such deposit and covenant defeasance and will be subject to income tax in such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash money in U.S. Dollars, U.S. Government Obligations or a combination thereof Dollars in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, to pay the principal of and of, premium (if any) and interest on in respect of the Securities when due at maturity to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities to maturity or redemption, as the case may be; (iii3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(fSections 6.01(7) or (g) 8) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv4) the deposit does not constitute a default under any other material agreement binding on the Issuers and is not prohibited by Article 10Company; (v5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (6) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred;; and (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii7) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee Trustee, cash in U.S. Dollars, U.S. Dollar-denominated Government Obligations or a combination thereof thereof, in an amount sufficient or or, in the case of Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Dollar-denominated Government Obligations Obligations, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Company; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation have become due and payable; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance: (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer must irrevocably deposit or cause to be deposited in trust with the Trustee Trustee, for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligationsthereof, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient sufficient, in the opinion of an internationally recognized firm of independent public accountants, to pay principaland discharge the principal of, premium, if any, and interest when due on all the Securities to maturity outstanding Notes on the Stated Maturity or redemptionon the applicable redemption date, as the case may be, and the Issuer must (i) specify whether the Notes are being defeased to Maturity or to a particular redemption date; and (ii) if applicable, have delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes of such principal, premium, if any, or interest; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (vb) in the case of the legal defeasance optionan election under Section 8.02, the Issuers shall Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (1x) the Issuers have Issuer has received from, or there has been published by, the US Internal Revenue Service a ruling, or (2y) since the date of this Indenture Indenture, there has been a change in the applicable Federal US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for Federal US federal income tax purposes as a result of such deposit and defeasance Legal Defeasance and will be subject to Federal US federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Legal Defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viic) in the case of the covenant defeasance optionan election under Section 8.03, the Issuers shall Issuer must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal US federal income tax purposes as a result of such deposit and defeasance Covenant Defeasance and will be subject to Federal US federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Issuer’s securities; (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), this Indenture or any material agreement or instrument to which the Issuer or any Restricted Subsidiary is a party or by which the Issuer or any Restricted Subsidiary is bound; (g) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the US Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder; (h) the Issuer must have delivered to the Trustee an opinion of independent counsel in the country of the Issuer’s incorporation to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, following a period of time after the deposit set forth in such opinion, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (i) the Issuer must have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others, or removing assets beyond the reach of the relevant creditors or increasing debts of the Issuer to the detriment of the relevant creditors; and (viiij) the Issuers deliver Issuer must have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge of Legal Defeasance or the Securities to be so defeased and discharged Covenant Defeasance, as contemplated by this Article 8 the case may be, have been complied with. (b) Before or after a deposit, . If the Issuers may make arrangements satisfactory to funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, premium, if any, and interest on the Notes when due because of any acceleration occurring after an Event of Default, then the Issuer and the Guarantors, if any, will remain liable for the redemption of such Securities at a future date in accordance with Article 3payments.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited (a) for purposes of the Dollar Notes, in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will shall be sufficient, or a combination thereof sufficient, and (b) for purposes of the Euro Notes, with the applicable Paying Agent cash in Euros, Euro-denominated European Government Obligations, the principal of and the interest on which shall be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or be (provided that if such redemption is made pursuant to Paragraph 6(b) of the form of Note set forth in Exhibit A-1 hereto for the Dollar Notes and in the form of Exhibit A-2 hereto for the Euro Notes (or any corresponding paragraph of a Global Note or a Definitive Note), (x) the amount of money or U.S. Government Obligations or Euro-denominated European Government Obligations, as applicable, that the Issuer must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Issuer in good faith, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date); (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities such Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(v) or (gvi) with respect to Parent Guarantor or the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on Parent Guarantor or the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Advisors Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.V.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(v) or (gvi) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment advisor under the Investment Advisors Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3V. Notwithstanding the foregoing, the Opinion of Counsel required by the clause (vi) above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof maturing as to Principal and interest in an amount sufficient or Government Obligations, such amounts and at such times as will insure the principal availability of cash for the payment of Principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Series to the Securities when due at maturity Expected Final Payment Date or redemptionRedemption Date therefor, as applicable, such deposit to be made in the case may be, including interest thereon to maturity or Defeasance Subaccount for such redemption dateSeries; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent Independent registered public accountants expressing their its opinion that the payments of principal Principal and interest when due and without reinvestment on of the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Transition Bonds of such Series (A) subject to clause (B), premiumPrincipal in accordance with the Expected Amortization Schedule therefor, (B) if anysuch Series is to be redeemed, the Redemption Price therefor on the Redemption Date therefor and (C) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iii) 123 in the case of the Legal Defeasance Option, ninety-five days pass after the deposit is made and during the 123such ninety-five day period no Default specified in Section 6.01(f5.01(e) or (g5.01(f) with respect to the Issuers occurs which is continuing at the end of the period; provided, however, that in determining whether a default under Section 5.01(e) has occurred, the requirement that the decree or order shall remain unstayed and in effect for ninety days shall be disregarded; (iv) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (v) in the case of the legal defeasance optionLegal Defeasance Option, the Issuers shall have delivered Issuer delivers to the Trustee an Issuer Opinion of Counsel stating that (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Transition Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Legal Defeasance Option 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance optionCovenant Defeasance Option, the Issuers shall have delivered Issuer delivers to the Trustee an Issuer Opinion of Counsel to the effect that the Holders of the Transition Bonds of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise of such deposit and defeasance Covenant Defeasance Option 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 deposit and defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Issuer Officer’s Certificate and an Issuer Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Transition Bonds of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) Before Notwithstanding any other provision of this Section 4.02 to the contrary, no delivery of cash or after U.S. Government Obligations to the Trustee under this Section 4.02 shall terminate any obligations of the Issuer under this Indenture with respect to any Transition Bonds which are to be redeemed prior to the Expected Final Payment Date therefor until such Transition Bonds shall have been irrevocably called or designated for redemption on a depositdate thereafter on which such Transition Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with the provisions of this Indenture or the Issuer shall have given the Trustee, the Issuers may make arrangements in form satisfactory to the Trustee for Trustee, irrevocable instructions to give, in the manner and at the times prescribed herein, notice of redemption of such Securities at a future date in accordance with Article 3Series.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Bonds only if: (ia) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Indenture Trustee cash in U.S. Dollars(i) cash, (ii) U.S. Government Obligations or (iii) a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on such Bonds to the Securities when due at maturity Scheduled Final Payment Dates or redemptionOptional Redemption Date therefor, as applicable and all other sums payable hereunder by the case may be, including interest thereon Issuer with respect to maturity or such redemption dateBonds; (iib) the Issuers deliver Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on of the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Bonds of such Series (i) subject to clause (ii), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (ii) if anysuch Series is to be redeemed, and the Optional Redemption Price therefor on the Optional Redemption Date, (iii) interest when due on and (iv) all other sums payable hereunder by the Securities Issuer with respect to maturity or redemption, as such Bonds. (c) in the case may be; (iii) 123 of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f5.01(vi) or (gvii) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of an exercise of the legal defeasance optionLegal Defeasance Option, the Issuers Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel of external tax counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Bonds of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Issuers Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel of external tax counsel to the effect that the Holders of the Bonds of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (viiig) the Issuers deliver Issuer delivers to the Indenture Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Bonds of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with.; and (bh) the Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance Option. Before or after a depositdeposit pursuant to this Section 4.02 with respect to any Series of Bonds, the Issuers Issuer may make arrangements satisfactory to the Indenture Trustee for the redemption of such Securities Bonds at a future date in accordance with Article 3.X.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficientpremium, or a combination thereof sufficient, to pay the principal of and premium (if any) , and interest on the Securities when due at to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Issuers Company occurs which that is continuing at the end of the period; (iv4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement or instrument binding on the Issuers and is not prohibited by Article 10Company; (v6) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (7) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Securityholders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) 8) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Securityholders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii9) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option of Bonds only if: (ia) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficienteach such Bond to the Scheduled Maturity Date, Optional Redemption Date or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemptionMandatory Redemption Date therefor, as the case may be, including interest thereon to maturity or such redemption dateapplicable; (iib) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Bonds (i) subject to clause (ii), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (ii) if anyto be redeemed, the Optional Redemption Price or Mandatory Redemption Price, as applicable, therefor on the related Optional Redemption Date or Mandatory Redemption Date, as applicable and (iii) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iiic) 123 in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f5.01(e) or (gf) with respect to the Issuers occurs which is continuing at the end of the period; (ivd) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (ve) in the case of an exercise of the legal defeasance optionLegal Defeasance Option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Bonds will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viif) in the case of an exercise of the covenant defeasance optionCovenant Defeasance Option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Bonds will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiig) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Bonds to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) . Before or after a depositdeposit pursuant to this Section 4.02, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Bonds at a future date in accordance with Article 3.X.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (ia) the Issuers The Issuer irrevocably deposit deposits in trust with in the Trustee cash in U.S. DollarsRedemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government Obligations or a combination thereof in an amount sufficient or (“U.S. Government Obligations, the principal ”) or (C) obligations of and the interest on which will be sufficientcorporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by each Rating Agency at such time and shall not have a combination thereof sufficientmaturity of longer than three (3) years from the date of defeasance) for the payment of all principal, to pay the principal of and premium (premium, if any) , and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption dateon the Class (or Series) of Securities being defeased; (iib) the Issuers deliver Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities and interest to maturity or redemption, as redemption on the case may beClass (or Series) of the Securities being defeased; (iiic) 123 91 days pass after the deposit described in clause (a) above is made and during the 12391-day period no Event of Default specified in Section 6.01(f4.01(f) or (g) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (ivd) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (ve) the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the case Investment Company Act of 1940, as amended; (f) the legal defeasance option, the Issuers Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vig) impair if the right of related Securities are then listed on any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance optionsecurities exchange, the Issuers shall have delivered Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the Holders such deposit, defeasance and discharge will not recognize income, gain or loss for Federal income tax purposes as a result of cause such deposit and defeasance and will Securities to be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; anddelisted; (viiih) the Issuers deliver Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; (i) the Issuer delivers to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 12 have been complied with.; and (bj) Before or after the Issuer shall only defease the Securities of a depositClass in their entirety, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3not partially.

Conditions to Defeasance. (a) The Issuers Issuer or any Guarantor may exercise their its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (i1) the Issuers Issuer or such Guarantor irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient sufficient, or U.S. Government Obligations, which through the scheduled payment of principal of and the interest on which thereon will be sufficient, or a combination thereof sufficient, without reinvestment to pay the principal of and premium (principal, premium, if any) , and interest on the Securities when due at on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) unless only U.S. dollars shall have been so deposited, the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their written opinion that the scheduled payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without investment will provide cash at such times and in such amounts as will be sufficient reinvestment, to pay the principal, premium, if any, and interest when due on all the Securities outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v3) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii4) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii5) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10X; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Company may exercise their the legal defeasance option or its the covenant defeasance option with respect to Securities of a series only if: (ia) the Issuers The Company irrevocably deposit in trust deposits or causes to be deposited with the Trustee cash Trustee, or its designee, as trust funds in U.S. Dollarstrust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of that series (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or non-callable U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficientthereof, that, in the opinion of an internationally recognized firm of independent public accountants or investment bank, will generate enough cash without consideration of any reinvestment to pay the make interest, principal of (and premium (premium, if any) and interest any other payments on the Securities when of that series on their various due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption datedates; (iib) the Issuers deliver to the Trustee a certificate from a nationally recognized firm No Default or Event of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Securities of that series has occurred and is continuing at on the end date of the periodsuch deposit and after giving effect thereto; (ivc) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v) in In the case of the legal defeasance option, the Issuers shall have delivered Company delivers to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will of the Securities of that series shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vid) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in In the case of the covenant defeasance option, the Issuers shall have delivered Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders will of the Securities of that series shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiie) the Issuers deliver The Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged of that series as contemplated by this Article 8 XIII have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities of that series at a future date in accordance with Article 3XI and the supplemental indenture relating to the Securities of that series.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount that is sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which Issuer shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurredoccurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable U.S. federal income tax law); provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company has irrevocably deposit deposited or caused to be deposited in trust with the Trustee cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount thereof, sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, (without reinvestment) to pay and discharge the principal of and premium (if any) and interest existing Indebtedness on the Securities when due at maturity such Notes not previously cancelled or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to delivered by the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that for cancellation, for the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all on, the Securities Notes to maturity the Redemption Date or redemptionStated Maturity, as the case may bebe (provided that, if such redemption shall be made pursuant to the second paragraph of Section 5 of the Notes (x) the amount of cash or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated on behalf of the Company by a nationally recognized firm of independent public accountants, and (y) the Company must irrevocably deposit or cause to be deposited additional cash in trust on the Redemption Date, as required by Section 3.05, as necessary to pay the Applicable Premium as determined on such date); (ii) no Default or Event of Default (other than any Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit or any similar or simultaneous deposit relating to other indebtedness, and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; (iii) 123 days pass after such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture (other than under this Indenture resulting from the borrowing of funds to be applied to make such deposit is made and during or any similar or simultaneous deposit relating to other indebtedness, and, in each case, the 123-day period no Default specified granting of Liens in Section 6.01(fconnection therewith) or (g) with respect any other material agreement or instrument to which the Issuers occurs Company is a party or by which it is continuing at the end of the periodbound; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10; (v) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1A) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, ruling or (2B) since the date of this Indenture Issue Date, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm to the effect that, the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and legal 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 deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viiv) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiivi) the Issuers deliver Company delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the legal defeasance and discharge of or covenant defeasance, as the Securities to be so defeased and discharged case may be, as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination which through the scheduled payment of principal and interest in respect thereof in an amount sufficient or Government Obligations, the principal of accordance with their terms will provide cash at such times and the interest on which in such amounts as will be sufficient, or a combination thereof sufficient, sufficient to pay the principal of and premium (if any) and interest on the Securities when due at on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(7) or (g) 8) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other material agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits or causes to be deposited in trust (the "defeasance trust") with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination which through the scheduled payment of principal and interest in respect thereof in an amount sufficient or Government Obligations, the principal of accordance with their terms will provide cash at such times and the interest on which in such amounts as will be sufficient, or a combination thereof sufficient, sufficient to pay the principal of and premium (if any) and interest on the Securities when due at on all outstanding Securities (except Securities replaced pursuant to Section 2.7) to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due on all the outstanding Securities (except Securities replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(vi) or (gvii) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv4) the deposit does not result in a breach of, or otherwise constitute a default under any other agreement binding on the Issuers or investment with respect to any Senior Indebtedness and is not prohibited by Article 10no default exists under any Indebtedness; (v5) in the case Company delivers to the Trustee an Opinion of Counsel to the legal defeasance optioneffect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Issuers Investment Company Act of 1940; (6) the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Securityholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii7) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Securityholders will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (viii) 8) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with.; and (b9) the Company shall have paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee all amounts then due to the Trustee pursuant to Section 7.7 hereof. Opinions of Counsel required to be delivered under this Section may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Company or government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact. Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Issuer or Holdings irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, Dollars or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of Accreted Value of, and premium (if any) and interest on the Securities applicable Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer or Holdings delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations Obligations, plus any deposited money without investment investment, will provide cash at such times and in such amounts as will be sufficient to pay principalthe Accreted Value, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) the Issuer or Holdings delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (vi) in the case of the legal defeasance option, the Issuers Issuer or Holdings shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; ; provided, however, that such Opinion of Counsel need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (vix) impair have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the right Trustee for the giving notice of any holder to receive payment of principal of, premium, if anyredemption by the Trustee in the name, and interest on such holder’s Securities on or after at the due dates therefore or to institute suit for expense, of the enforcement of any payment on or with respect to such holder’s SecuritiesIssuer and/or Holdings; (vii) in the case of the covenant defeasance option, the Issuers Issuer or Holdings shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer or Holdings delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) The Issuer shall not be deemed to have breached its obligations under Section 4.03 to the extent the net proceeds from any Indebtedness, Preferred Stock or Disqualified Stock incurred is used in accordance with Section 8.02(a)(i) above for the Issuer to exercise its legal defeasance or covenant defeasance option. (c) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i1) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the principal payment of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) Principal and interest on the Securities when due at Notes to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, Principal and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f6.01(7) or (g) 8) with respect to the Issuers Company occurs which is continuing at the end of the period; provided, however, that the foregoing condition need not be met if at the time of the deposit, the Company delivers to the Trustee either (x) an Officers' Certificate to the effect set forth in clause (y)(II) below together with an Opinion of Counsel (which may rely on such Officers' Certificate as to the matters stated therein) to the effect that such deposit would not constitute a preference that could be avoided under Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, notwithstanding that 123 days have not passed since the date of the deposit, or (y) an Officers' Certificate to the effect that the Market Value, determined as of the date of the deposit, of the Revlon, Inc. Collateral (I) is greater than the aggregate Principal Amount of the then-Outstanding Notes at the end of such 123-day period and (II) is greater than the fair market value, determined as of the date of deposit, of the money or U.S. Government Obligations being deposited; (iv4) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Company; (v6) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (7) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) 8) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viii9) the Issuers deliver Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 VIII have been complied with. . Notwithstanding the foregoing provisions of this Section, the conditions set forth in the foregoing paragraphs (b2), (3), (4), (5), (6), (7) and (8) need not be satisfied so long as, at the time the Company makes the deposit described in paragraph (1), (i) no Default under Section 6.01(l), 6.01(2), 6.01(7) or 6.01(8) has occurred and is continuing on the date of such deposit and after giving effect thereto and (ii) either (x) a notice of redemption has been mailed pursuant to Section 3.03 providing for redemption of all the Notes not more than 60 days after such mailing and the provisions of Section 3.01 with respect to such redemption shall have been complied with or (y) the Stated Maturity of the Notes will occur within 60 days. If the conditions in the preceding sentence are satisfied, the Company shall be deemed to have exercised its covenant defeasance option. Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option only if: (a) Issuer irrevocably deposits in trust in the Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agencies at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of all principal, premium, if any, and interest (i) on the Issuers irrevocably deposit Equipment Notes or any class or Series of Equipment Notes being defeased, in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal case of and the interest on which will be sufficientlegal defeasance, or a combination thereof sufficient(ii) on all of the Equipment Notes in the case of covenant defeasance, in either case, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (iib) the Issuers deliver Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, principal and interest when due (i) on the Equipment Notes or any class or Series of Equipment Notes being defeased, in the case of legal defeasance, or (ii) on all of the Securities Equipment Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be; (iiic) 123 91 days pass after the deposit described in clause (1) above is made and during the 12391-day period no Event of Default specified in Section 6.01(f4.01(g) or (gh) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (ivd) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (ve) Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (f) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders Noteholders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and legal defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (viig) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Holders Noteholders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (viiih) if the Issuers deliver related Equipment Notes are then listed on any securities exchange, Issuer delivers to the Indenture Trustee an Officers’ Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Equipment Notes to be delisted; (i) Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; (j) Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Equipment Notes as contemplated by this Article 8 XII have been complied with.; (bk) Before or after Issuer shall only defease a depositSeries in its entirety, not partially; (l) If the Series to be defeased has Series Enhancement constituting a Policy, the Issuers may make arrangements satisfactory Policy must be terminated, and the related Series Enhancer shall have been paid all amounts owing to it under its related Enhancement Agreement; (m) The defeasance shall not have the Trustee for the redemption effect of such Securities at causing Series enhanced by one or more Policies to no longer constitute, collectively, a future date Requisite Majority; and (n) No Class B Notes shall be defeased while there remains any Outstanding Principal Balance in accordance with Article 3respect of any Class A Notes.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) Notwithstanding clauses (a) and (b) above, the Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08 and 2.09 and Article VII, including, without limitation, Sections 7.07 and 7.08 and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 7.08, 8.05 and 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge. (b) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount that is sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to any of the Issuers occurs which shall have occurred or is continuing at on the end date of the periodsuch deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers and is not prohibited by Article 10Issuers; (v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders beneficial owners of the Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; (vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s SecuritiesNotes; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders holders will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities Notes to be so defeased and discharged as contemplated by this Article 8 VIII have been complied with. (bc) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their its legal defeasance option or its covenant defeasance option option, in each case, with respect to the Securities only if: (i) the Issuers Issuer irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuers Issuer occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuer; (v) in the case of the legal defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) such exercise does not impair the right of any holder Holder to receive payment of principal ofprincipal, premium, if any, and interest on such holderHolder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Issuers Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option only if: (i) the Issuers Company irrevocably deposit deposits in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of of, and premium (if any) and interest on the applicable Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (iii) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Issuers Company occurs which is continuing at the end of the period; (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Company; (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (vi) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by the clause (vi) above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. (b) Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers may exercise their legal defeasance option or its their covenant defeasance option only if: (i1) the Issuers shall irrevocably deposit in trust (the “defeasance trust”) with the Trustee cash for the benefit of the Holders money in U.S. Dollarsdollars, U.S. dollar-denominated Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest (without reinvestment) on which will shall be sufficient, or a combination thereof sufficient, to pay for the principal payment of and premium (principal, premium, if any) , and interest on the Securities when due at maturity Notes to redemption or redemptionmaturity, as the case may be, including interest thereon to maturity or such redemption date; (ii2) in the case of a deposit of U.S. dollar-denominated Government Obligations, the Issuers shall deliver to the Trustee a certificate from a nationally recognized independent firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. dollar-denominated Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, and interest when due on all the Securities Notes to maturity redemption or redemption, as the case may bematurity; (iii3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or Event of Default shall have occurred and be continuing on the date of such deposit (g) other than a Default or Event of Default with respect to this Indenture resulting from the Issuers occurs incurrence of Indebtedness, all or a portion of which is continuing at shall be used to defease the end of the periodNotes concurrently with such incurrence); (iv4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture or any other material agreement or instrument to which the Company, QS Wholesale or any of the Company’s Subsidiaries is a party or by which the Company, QS Wholesale or any of the Company’s Subsidiaries is bound; (5) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the deposit and that no Holder is an insider of the Issuers, after the 91st day following the deposit, the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article 10Issuers; (v7) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (8) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (1i) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, Holders and beneficial owners of the Holders Notes will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; and (viii10) the Issuers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased Notes and discharged this Indenture as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuers Company may exercise their its legal defeasance option or its covenant defeasance option with respect to a series of the Notes only if: (i1) the Issuers Company irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, money or U.S. Government Obligations or a combination that through the scheduled payment of principal and interest in respect thereof in an amount accordance with their terms shall provide cash at such times and in such amounts as shall be sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at on all outstanding Notes of such series (except Notes replaced pursuant to Section 2.8) to maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (ii2) the Issuers deliver Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants or valuation consultants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal, premium, if any, principal and interest when due on all the Securities outstanding Notes of such series to maturity or redemption, as the case may be; (iii3) 123 91 days pass after the deposit is made and during the 12391-day period no Default specified in Section 6.01(f6.1(7) or (g) with respect to the Issuers 8) occurs which that is continuing at the end of the period; (iv4) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit does was not constitute a default under made by the Company with the intent of defeating, hindering, delaying or defrauding any other agreement binding on creditors of the Issuers and is not prohibited by Article 10Company; (v5) in the case of the legal defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel stating that (1i) the Issuers have Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2ii) since the date of this Indenture there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Notes of such series will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii6) in the case of the covenant defeasance option, the Issuers Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes of such series will not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (viii7) the Issuers deliver Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged Notes as contemplated by this Article 8 VIII have been complied with. (b) . Before or after a deposit, the Issuers Company may make arrangements satisfactory to the Trustee for the redemption of such Securities any of the Notes at a future date in accordance with Article 3III.

Conditions to Defeasance. (a) The Issuers Issuer may exercise their legal defeasance option the Legal Defeasance Option or its covenant defeasance option the Covenant Defeasance Option with respect to any Series of Securitization Bonds only if: (i) the Issuers Issuer irrevocably deposit deposits or causes to be deposited in trust with the Trustee cash in U.S. Dollars, or U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, for the payment of principal of and the interest on which will be sufficient, such Series of Securitization Bonds to the Expected Payment Date or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemptionRedemp tion Date therefor, as applicable, such deposit to be made in the case may be, including interest thereon to maturity or Defeasance Subaccount for such redemption dateSeries of Securitization Bonds; (ii) the Issuers deliver Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent Independent accountants expressing their its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Govern ment Obligations plus any deposited money cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay principalin respect of the Securitization Bonds of such Series (A) subject to clause (B), premiumprincipal in accordance with the Expected Amortization Schedule therefor, (B) if anysuch Series is to be redeemed, the Redemption Price therefor on the Redemption Date therefor and (C) interest when due on all the Securities to maturity or redemption, as the case may bedue; (iii) 123 in the case of the Legal Defeasance Option, ninety-five (95) days pass after the deposit is made and during the 123such ninety-five (95) day period no Default specified in Section 6.01(f5.01(e) or (g5.01(f) with respect to the Issuers occurs which is continuing at the end of the period; provided, however, that in determining whether a default under Section 5.01(e) has occurred, the requirement that the decree or order shall remain unstayed and in effect for ninety (90) days shall be disregarded; (iv) the deposit does not constitute a default under any other agreement binding no Default has occurred and is continuing on the Issuers day of such deposit and is not prohibited by Article 10after giving effect thereto; (v) in the case of the legal defeasance optionLegal Defeasance Option, the Issuers shall have delivered Issuer delivers to the Trustee an Issuer Opinion of Counsel of nationally recognized tax counsel stating that (1A) the Issuers have Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (2B) since the date of execution of this Indenture Indenture, there has been a change in the applicable Federal federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall confirm that, the Holders of the Securitization Bonds of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of the exercise of such deposit and defeasance Legal Defeasance Option and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Securities; (vii) in the case of the covenant defeasance optionCovenant Defeasance Option, the Issuers shall have delivered Issuer delivers to the Trustee an Issuer Opinion of Counsel of nationally recognized tax counsel to the effect that the Holders of the Securitization Bonds of such Series will not recognize income, gain or loss for Federal federal income tax purposes as a result of the exercise of such deposit and defeasance Covenant Defeasance Option and will be subject to Federal federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (viiivii) the Issuers deliver Issuer delivers to the Trustee an Officers’ Issuer Officer's Certificate and an Issuer Opinion of Counsel, each stating that all conditions precedent to the defeasance satisfaction and discharge of the Securities Securitization Bonds of such Series to be so defeased and discharged as the extent contemplated by this Article 8 IV have been complied with. (b) Before Notwithstanding any other provision of this Section 4.02 to the contrary, no delivery of cash or after U.S. Government Obligations to the Trustee under this Section 4.02 shall terminate any obligations of the Issuer under this Indenture with respect to any Securitization Bonds which are to be redeemed prior to the Expected Final Payment Date therefor until such Securitization Bonds shall have been irrevocably called or designated for redemption on a depositdate thereafter on which such Securitization Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with the provisions of this Indenture or the Issuer shall have given the Trustee, the Issuers may make arrangements in form satisfactory to the Trustee for Trustee, irrevocable instructions to give, in the manner and at the times prescribed herein, notice of redemption of such Securities at a future date in accordance with Article 3Series.