Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Government Obligations, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (ai) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (A) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: Trustee, confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall state counsel will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (B) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (ciii) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (A) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (B) an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries the Guarantors is a party or by which the Issuer or any of its Subsidiaries the Guarantors is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to and the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940Guarantors shall remain liable for such payments.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has Company shall irrevocably have deposited or caused to be deposited with the Trustee, Trustee funds in trust, for the benefit of the Holders cash in U.S. Legal Tender Holders, Dollars or U.S. Government Obligations, in such amounts as will be sufficient without reinvestmentor a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay and discharge the principal of, premium, if any, of and each installment of interest (including and Additional Amounts) on the such Notes on the stated date for payment thereof maturity of such principal or on installment of interest in accordance with the applicable Redemption Date, as terms of this Indenture and of the case may beNotes; (b) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: stating that (i) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or or (ii) since the Issue Date, there has been a change in the applicable U.S. United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such Covenant Defeasance deposit and covenant defeasance and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event will occur as a result of such deposit or, insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time during the failure to comply with Section 3.9 as a result period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the borrowing expiration of the funds required to effect such depositperiod); (e) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee has received an Officerto have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Company’s Certificate stating that securities; (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the either Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with; andwith and no violations under instruments or agreements governing any of the Company’s other outstanding Indebtedness would result as a consequence of such Legal Defeasance or Covenant Defeasance, as the case may be; (h) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable (subject to the Trustee customary assumptions and independent of the Issuer exclusions) to the effect that after two years following the deposit, the trust resulting from funds deposited in accordance will not be subject to the deposit does not constituteeffect of any applicable bankruptcy, insolvency, reorganization or is qualified as, a regulated investment company similar laws affecting creditors’ rights generally under the Investment laws of Mexico; and (i) the Company Act shall have paid or duly provided for payment of 1940all amounts then due to the Trustee pursuant to the terms of this Indenture.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (ai) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) due on the outstanding Notes on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event of other than a Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuer Company or any Subsidiary of the Issuer or Guarantors with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or any Guarantor or others;; and (gvii) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which opinion may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) . Before or after a deposit, the Issuer has delivered Company may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifwith respect to the Notes: (a) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (b) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee Trustee, confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall state counsel will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (c) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other 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 is bound; (f) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940shall remain liable for such payments.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a) the Issuer has irrevocably deposited deposits in trust with the TrusteeTrustee money in U.S. Dollars, in trust, U.S. Government Obligations or a combination thereof for the benefit payment of principal of and interest (including premium, if any) on the Holders cash in U.S. Legal Tender Notes to maturity or a redemption date permitted under this Indenture; (b) the Issuer delivers to the Trustee an Officers’ Certificate certifying 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 without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and interest (including premium, if any, and interest (including Additional Amounts) when due on all the Notes on the stated date for payment thereof to maturity or on the applicable Redemption Dateredemption, as the case may be; (bc) no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto; (d) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuer; (e) in the case of Legal Defeasancethe legal defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect stating that: (i) the Issuer has received from, or there has been published by, from the Internal Revenue Service a ruling; , or (ii) since the Issue Date, 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 state confirm that, the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance 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 Legal Defeasance defeasance had not occurred; (cf) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of this Indenture and the Covenant Defeasance Notes as contemplated by this Article 8 have been complied with; and (h) . Simultaneous with a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Holders, Euros, Euro-Denominated Designated Government Obligations, or a combination of Euros and Euro-Denominated Designated Government Obligations in such amounts as will be sufficient without reinvestmentconsideration of investment of interest, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, interest, or additional amounts, if any, and interest (including Additional Amounts) on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, 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 state will confirm that, the Holders of the respective outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect such depositgranting of Liens in connection therewith); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article Eight have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a) the Issuer has Company irrevocably deposited deposits in trust with the Trustee, Trustee money in trust, for the benefit of the Holders cash in U.S. Legal Tender an amount sufficient or U.S. Government Obligations, in such amounts as the principal of and interest on which will be sufficient without reinvestmentsufficient, or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, and premium (if any, ) and interest (including Additional Amounts) on the Notes on the stated date for payment thereof when due at maturity or on the applicable Redemption Dateredemption, as the case may be, including interest thereon to maturity or such redemption date; (b) in the case of Legal Defeasancethe legal defeasance option, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (ii2) since the Issue Date, date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state confirm that, the Holders of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred; (c) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders of Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance deposit and defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance deposit and defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing the deposit does not constitute a default under any other material agreement binding on the date Company (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such depositlegal defeasance option or covenant defeasance option and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered Company delivers to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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; and (f) the 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 Notes as contemplated by this Article Eight have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars sufficient, non-callable Government Securities, the scheduled payment of principal of and interest on which will be sufficient, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on and interest (including Additional Amounts) Interest, if any, on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Datedate 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 state will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure borrowing of funds to comply with Section 3.9 be applied to such deposit and the granting of Liens in connection therewith) or insofar as a result Events of Default (other than Events of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) resulting from the borrowing of funds required to effect such or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article 8 have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may In order to exercise its Legal Defeasance option either legal defeasance or its Covenant Defeasance option only ifcovenant defeasance: (a) the Issuer has must irrevocably deposit or cause to be deposited as trust funds in trust with the Trustee (or such other party as directed by the Trustee, in trust), for the benefit of the Holders Holders, cash in U.S. Legal Tender Sterling, non-callable U.K. Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest (including and any Additional Amounts) , if any, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption 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 the outstanding Notes of such principal, premium, if any, or interest; (b) in the case of Legal Defeasancean election under Section 8.02, the Issuer has shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee stating that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service has either published a revenue ruling or issued to the Issuer a private letter ruling; or , or (iiB) since the Issue Datedate 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 opinion shall state confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred and (ii) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such legal defeasance and will be subject to tax in the United Kingdom on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03, the Issuer has shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred and (ii) an Opinion of Counsel reasonably acceptable to the Trustee to the effect that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax purposes in the United Kingdom as a result of such covenant defeasance and will be subject to tax in the United Kingdom on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing (i) on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or an Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit)) or, (ii) insofar as bankruptcy or insolvency events described in Section 6.01(a)(xi) and (xii) are concerned, at any time during the period ending on the 123rd day after the date of such deposit; (e) such legal defeasance or covenant defeasance shall not cause the Trustee has received an Officerto 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 Certificate stating that securities; (f) such Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit) under, this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries Restricted Subsidiary is bound; (fg) 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 U.S. Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder; (h) the Issuer has shall have delivered to the Trustee an Opinion of Counsel in the country of the Issuer’s incorporation to the effect that after the 123rd 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’ rights generally and an Opinion of Counsel reasonably acceptable to the Trustee that the Trustee shall have a perfected security interest in such trust funds for the ratable benefit of the Holders; (i) the Issuer shall 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 any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other 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; (gj) no event or condition shall exist that would prevent the Issuer from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 123rd day after the date of such deposit; and (k) the Issuer has shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance, as the case may be, have been complied with; and (h) . If the 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 has delivered to and the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940Guarantors will remain liable for such payments.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (ai) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, non-callable Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of reinvestment, to pay the principal of, premium, if any, and interest (including Additional Amounts) due on the outstanding Notes on the stated maturity date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel counsel shall state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event of other than a Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any the other creditors of the Issuer Company or any Subsidiary of the Issuer or Guarantors with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or any Guarantor or others;; and (gvii) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which opinion may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all covenants and conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) . Before or after a deposit, the Issuer has delivered Company may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (ai) the Issuer has irrevocably deposited deposits with the Trustee, in trust, for the benefit of the Holders Holder of the Notes, cash in U.S. Legal Tender or U.S. Dollars, Government Obligations, or a combination thereof, in such amounts as will shall be sufficient without reinvestment, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants chosen by the Issuer, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (bii) in the case of Legal Defeasancethe legal defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to from counsel in the Trustee United States (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: that (iA) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, that (and based thereon such Opinion of Counsel shall state that, ) the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; (ciii) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States (subject to customary exceptions and exclusions) 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 Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a8.02(a)(i) (except any Default other than a default or Event of Default resulting from arising in connection with the failure to comply with Section 3.9 as grant of any Lien securing a result of the borrowing of the funds required to effect be applicable to such deposit);; and (ev) the Trustee has received an Officer’s Certificate stating that 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 The Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has delivered delivers 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender dollars or U.S. Government Obligations, Obligations (or a combination thereof) in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent registered public accountants, to pay the interest or premium (if any) on, or principal of, premium, if any, and interest (including Additional Amounts) on the then Outstanding Notes on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably in the United States acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, 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 state confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably in the United States acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on (a) the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit), or (b) in the case of Legal Defeasance, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (ev) the Trustee has received an Officer’s Certificate stating that 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 Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (gvii) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and; (hviii) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that after the 91st day following the deposit, the trust resulting funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (ix) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from the such deposit does not constitute, or is qualified as, a regulated constituting an investment company under the Investment Company Act of 1940, as amended, unless such trust shall be registered under such act or exempt from registration thereunder.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender Dollars, certain direct non-callable obligations of, or U.S. Government Obligationsguaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service of the United States a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of Legal Defeasance or Covenant Defeasance, the Issuer has delivered to the Trustee: (i) an Opinion of Counsel from counsel in Mexico reasonably acceptable to the Trustee and independent of the Issuer to the effect that, based upon Mexican law then in effect, Holders will not recognize income, gain or loss for Mexican tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Mexican taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred, or (ii) a ruling directed to the Trustee received from the tax authorities of Mexico to the same effect as the Opinion of Counsel described in Section 8.2(d)(i) above; (e) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 3.6 as a result of the borrowing of the funds required to effect such deposit)) and, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit, and the Trustee has received Officers’ Certificates to such effect on the date of such deposit and, in the case of Legal Defeasance, on such 123rd day; (ef) the Trustee has received an Officer’s Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance shall 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (fg) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (gh) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; (i) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and (hj) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 Issuer Act of 1940.

Conditions to Defeasance. The An Issuer or any Guarantor may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option with respect to the Notes only if: (ai) the such Issuer has or such Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee, in trust, for the benefit of the Holders cash Trustee funds in U.S. Legal Tender dollars in an amount sufficient, or U.S. Government Obligations, in such amounts as which through the scheduled payment of principal of and interest thereon will be sufficient sufficient, or a combination thereof sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, reinvestment to pay the principal ofprincipal, premium, if any, and interest when due on all outstanding Notes (including Additional Amountsexcept Notes replaced pursuant to Section 2.7) on the Notes on the stated date for payment thereof to maturity or on the applicable Redemption Dateredemption, as the case may be; (bii) unless only U.S. dollars shall have been so deposited, the Issuers deliver 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 on the deposited U.S. Government Obligations plus any deposited money shall be sufficient, without reinvestment, to pay the principal, premium, if any, and interest when due on all outstanding Notes (except Notes replaced pursuant to Section 2.7) to maturity or redemption, as the case may be; (iii) in the case of Legal Defeasancethe legal defeasance option, the Issuer has Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: stating that (i) the Issuer has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or , or (ii) since the Issue Date, 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 state confirm that, the Holders Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance 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 Legal Defeasance deposit and defeasance had not occurred;; and (civ) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance 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 Covenant Defeasance deposit and defeasance had not occurred;; and (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (ev) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has delivered Issuers deliver 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Notes as contemplated by this Article VIII have been complied with; and (h) . Before or after a deposit, the Issuer has delivered Issuers may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer Company has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender dollars, certain direct non-callable obligations of, or U.S. Government Obligationsguaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b) in the case of Legal Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer Company to the effect that: (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii2) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee: (1) an Opinion of Counsel from counsel in Mexico reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Company to the effect that, based upon Mexican law then in effect, Holders will not recognize income, gain or loss for Mexican tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Mexican taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred, or (2) a ruling directed to the Trustee received from the tax authorities of Mexico to the same effect as the Opinion of Counsel described in clause (1) above; (e) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (ef) the Trustee has received an Officer’s Officers’ Certificate stating that 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 Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (fg) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer Company or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (gh) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCompany, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (hi) the Issuer Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer Company to the effect that the trust resulting from funds will not be subject to the deposit does not constituteeffect of any applicable bankruptcy, insolvency, reorganization or is qualified as, a regulated investment company under the Investment Company Act of 1940similar laws affecting creditors’ rights generally.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a1) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender dollars, certain direct non-callable obligations of, or U.S. Government Obligationsguaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent investment bankers or independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent not from an employee of the Issuer Company to the effect that: (ia) the Issuer has Company have received from, or there has been published by, the Internal Revenue Service a ruling; or (iib) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) not from an employee of the Company 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a8.2(1) (except any Default or Event of this paragraph and, insofar as Events of Default resulting from bankruptcy or insolvency events are concerned, at any time in the failure to comply with Section 3.9 as a result period ending on the 91st day after the date of the borrowing of the funds required to effect such deposit); (e5) the Trustee has shall have received an Officer’s Officers' Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this the Indenture or any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (f6) the Issuer has Company shall have delivered to the Trustee an Officer’s 's Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer Company or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g7) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) 8) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel Counsel, subject to customary exceptions and qualifications, reasonably acceptable to the Trustee Company and independent not from an employee of the Issuer Company 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.

Conditions to Defeasance. The Issuer may In order to exercise its Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposit or cause to be deposited in trust with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender or U.S. euro, European Government Obligations, or a combination thereof (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment of interest and principal (in respect of such money or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements) will provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as will be sufficient without reinvestmentsufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) interest, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption 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; (b) in the case of Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , or (ii) since the Issue Datedate hereof, 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 opinion shall state confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes in the Netherlands Antilles as a result of such Covenant Legal Defeasance and will be subject to U.S. federal income tax in the Netherlands Antilles on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Legal Defeasance had not occurred; (d) no Default or Event of Default shall will have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant shall not cause the Trustee for the Notes 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 shall will 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 other material agreement or instrument to which the Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries Restricted Subsidiary is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (b) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: Trustee, confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall state counsel will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (c) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) an opinion of counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture under, the Exchangeable Notes or any other 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 the Guarantors is a party or by which the Issuer or any of its Subsidiaries the Guarantors is bound; (f) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to and the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940Guarantors shall remain liable for such payments.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has Company shall irrevocably have deposited or caused to be deposited with the Trustee, Trustee funds in trust, for the benefit of the Holders cash in U.S. Legal Tender Holders, Cash or U.S. Government Obligations, in such amounts as will be sufficient without reinvestmentor a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay and discharge the principal of, premium, if any, of and each installment of interest (including and Additional Amounts) on the such Notes on the stated date for payment thereof maturity of such principal or on installment of interest in accordance with the applicable Redemption Date, as terms of this Indenture and of the case may beNotes; (b) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: stating that (i) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or or (ii) since the Issue Date, there has been a change in the applicable U.S. United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders will not recognize income, gain or loss for U.S. United States federal income tax purposes as a result of such Covenant Defeasance deposit and covenant defeasance and will be subject to U.S. United States federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Triggering Event, Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event will occur as a result of such deposit or, insofar as Triggering Events or Events of Default resulting from bankruptcy or insolvency events are concerned, at any time during the failure to comply with Section 3.9 as a result period ending on the 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the borrowing expiration of the funds required to effect such depositperiod); (e) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee has received an Officer’s Certificate stating that to have a conflicting interest as defined in this Indenture and for purposes of the Trust Indenture Act with respect to any of the Company's securities; (f) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the either Legal Defeasance or Covenant Defeasance, as the Covenant Defeasance case may be, have been complied with; andwith and no violations under instruments or agreements governing any of the Company's other outstanding Indebtedness would result as a consequence of such Legal Defeasance or Covenant Defeasance, as the case may be; (h) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable (which shall be Mexican counsel) (subject to the Trustee customary assumptions and independent of the Issuer exclusions) to the effect that after two years following the deposit, the trust resulting from funds deposited in accordance will not be subject to the deposit does not constituteeffect of any applicable bankruptcy, insolvency, reorganization or is qualified as, a regulated investment company similar laws affecting creditors' rights generally under the Investment laws of Mexico; and (i) the Company Act shall have paid or duly provided for payment of 1940all amounts then due to the Trustee pursuant to the terms of this Indenture.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a1) the Issuer has Company irrevocably deposited deposits with the Trustee, in trust, for the benefit of the Holders cash in Holders, U.S. Legal Tender or legal tender, U.S. Government ObligationsObligations or a combination thereof, in such amounts as will be sufficient (without reinvestment, ) in the opinion of a nationally recognized firm of independent public accountantsaccountants selected by the Company, to pay the principal of, premium, if any, of and interest (including Additional Amounts) on the Notes Securities on the stated date for payment thereof or on the applicable Redemption Dateredemption date of the principal or installment of principal of or interest on the Securities, as and the case may beTrustee must have a valid, perfected, exclusive security interest in such trust; (b2) in the case of Legal Defeasance, the Issuer has delivered Company delivers to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer Company has received from, or there has been published by, by the Internal Revenue Service Service, a ruling; or , or (iib) since the Issue Datedate 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 state that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such the Legal 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 Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has delivered Company delivers to the Trustee an Opinion opinion of Counsel counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such the Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event of other than a Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect grant of any Lien securing such depositborrowing); (e5) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall does not result in a breach or violation of, or constitute a default under under, this Indenture or any other material agreement or instrument to which the Issuer Parent or any of its Subsidiaries is a party or by which the Issuer Parent or any of its Subsidiaries is boundbound (other than a default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (f6) the Issuer has delivered Company delivers to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer it with the intent of preferring the Holders over any other of its creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other of its creditors of the Issuer or others;; and (g7) the Issuer has delivered Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuercounsel, each stating that all the conditions precedent provided for or relating in, in the case of the Officers’ Certificate, Section 8.02(1) - (6) and, in the case of the opinion of counsel, Section 8.02 (1) (with respect to the Legal Defeasance or validity and perfection of the Covenant Defeasance security interest), (2) and/or (3) and (5) have been complied with; and (h) . Before or after a deposit, the Issuer has delivered Company may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Securities at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. The Issuer Company or, as applicable, the Issuer, may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Government Obligations, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifwith respect to the Notes: (a1) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, non-callable Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountantssufficient, to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: , (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii) since the Issue Date, 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 state confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions and exclusions) to the effect that , the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall will have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event of Default other than resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the funds required to effect such depositgranting of Liens in connection therewith); (e5) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (f6) the Issuer has delivered Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any the other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g7) if the Issuer has delivered Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified Redemption Date under arrangements satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name and at the expense of the Company; and (8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (ai) the Issuer has irrevocably deposited deposits with the Trustee, in trust, for the benefit of the Holders Holder of the Notes, cash in U.S. Legal Tender or U.S. Dollars, Government Obligations, or a combination thereof, in such amounts as will shall be sufficient without reinvestment, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants chosen by the Issuer, to pay the principal of, premium, if any, on and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (bii) in the case of Legal Defeasancethe legal defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to from counsel in the Trustee United States (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: that (iA) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, that (and based thereon such Opinion of Counsel shall state that, ) the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; (ciii) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to in the Trustee United States (subject to customary exceptions and exclusions) 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 Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a8.02(a) (except any Default other than a default or Event of Default resulting from the failure to comply arising in connection with Section 3.9 as a result of the borrowing of funds to be applied to make such deposit and the funds required grant of any Lien to effect secure such depositborrowing);; and (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (fv) the Issuer has delivered delivers 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Notes to be so defeased and discharged as contemplated by this Article 8 have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or Dollars, U.S. Government Obligations, Obligations or a combination thereof in such amounts as will be sufficient without reinvestmentconsideration of investment of interest, in the opinion of a nationally recognized firm of independent public accountantsaccountants (in the event that U.S. Government Obligations are deposited), to pay the principal of, premiumor premium and interest, if any, and interest (including Additional Amounts) on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, 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 state will confirm that, the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect such depositgranting of Liens in connection therewith); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article Eight have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer may In order to exercise either its Legal Defeasance option Option and give effect thereto (“Legal Defeasance”) or its Covenant Defeasance option only if: Option and give effect thereto (a“Covenant Defeasance”), (i) the Issuer has Company shall irrevocably deposited deposit with the Trustee, as trust funds in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or Dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in such amounts as will be sufficient sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the opinion of a nationally recognized firm of independent public accountantsaccountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof Stated Maturity of such principal or on the applicable Redemption Date, as the case may be; installment of principal or interest; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Datedate 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 state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (div) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); ; (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under Default under, this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound; ; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; ; (gvii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (viii) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Government Obligations, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a1) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders holders of the Notes issued thereunder, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Obligations, Securities in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (b2) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state will confirm that, the Holders holders of the respective outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders holders of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect such depositgranting of Liens in connection therewith); (e5) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than the Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (f6) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g7) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article Eight have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has Company irrevocably deposited deposits in trust with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premiumand interest and premium (and Additional Interest, if any) on, and interest (including Additional Amounts) the outstanding Securities on the Notes on Stated Maturity of the stated date for payment thereof Securities or on the applicable Redemption Dateredemption date, as the case may be, and the Company must specify whether the Securities are being defeased to maturity or to a particular redemption date; (b) in the case of Legal Defeasance, the Issuer has delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect confirming that: (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state will confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;; provided, however, such Opinion of Counsel need not be delivered if all the 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. (c) in the case of Covenant Defeasance, the Issuer has delivered Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) under this Indenture (except any other than a Default or Event Even of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (e) and the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries Subsidiary Guarantor is a party or by which the Issuer Company or any Subsidiary Guarantor is bound or insofar as Events of its Subsidiaries Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound; (f) the Issuer has delivered Company must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders being defeased over any the other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (g) the Issuer has delivered Company must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (ai) the Issuer has Company shall irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders cash in Holders, U.S. Legal Tender dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such amounts as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes issued hereunder on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (bii) in the case of Legal Defeasancelegal defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state confirm that, the Holders will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance legal defeasance had not occurred; (ciii) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) to the effect that , the Holders will of the respective outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (div) no Default such legal defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound; (fv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (gviii) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifwith respect to the Notes: (a) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (with respect to any non-callable Government Securities), to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (b) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee Trustee, confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall state counsel will confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (c) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any of its Subsidiaries the Guarantor is a party or by which the Issuer or any of its Subsidiaries the Guarantor is bound; (f) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to and the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940Guarantor shall remain liable for such payments.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a1) the Issuer has irrevocably shall have deposited or caused to be deposited with the Trustee, Trustee as trust funds or property in trust, trust for the benefit purpose of making payment on such Notes an amount of cash or Government Securities as will, together with the Holders cash in U.S. Legal Tender or U.S. Government Obligationsincome to accrue thereon and reinvestment thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay pay, satisfy and discharge the principal ofentire principal, interest, if any, premium, if any, any and interest any other sums due to the Stated Maturity or an optional redemption date of the Notes; (including Additional Amounts2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing); (3) the Issuer shall 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 its other creditors or with the intent of defeating, hindering, delaying, or defrauding any of its other creditors or others; (4) the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes on the stated date will not recognize income, gain or loss for payment thereof Canadian income tax purposes as a result of such legal defeasance or on the applicable Redemption Datecovenant defeasance, as the case may be; , and will be subject to Canadian federal income tax on the same amounts, in the same manner, and at the same times as would have been the case if such legal defeasance or covenant defeasance, as the case may be, had not occurred; (b) in the case of Legal Defeasancelegal defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer in its reasonable judgment to the effect that: that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (ii) since the Issue Date, 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 state will confirm that, the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; ; and (c) in the case of Covenant Defeasancecovenant defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance 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 in the case if such Covenant Defeasance covenant defeasance had not occurred; (d5) no Default or Event of Default the Issuer shall have occurred and satisfied the Trustee that it has paid, caused to be continuing on paid or made provisions for the date payment of all applicable expenses of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit)Trustee; (e6) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance legal defeasance option or Covenant Defeasance shall covenant defeasance option will not result in a breach or violation of, or constitute a default under this Indenture or Default under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;; and (f7) the Issuer has shall 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance option or the Covenant Defeasance covenant defeasance option, as the case may be, have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The following shall be the conditions to application of either Section 12.02 or Section 12.03 to the Outstanding Securities of any series. (1) The Issuer may exercise its Legal Defeasance option shall irrevocably have deposited or its Covenant Defeasance option only if: (a) the Issuer has irrevocably caused to be deposited with the TrusteeTrustee as trust funds in trust for the purpose of making the following payments, in trustspecifically pledged as security for, for and dedicated solely to, the benefit of the Holders cash of Securities of such series (A) money in U.S. Legal Tender an amount, or (B) U.S. Government ObligationsObligations which through the scheduled payment of principal and interest, if any, in such amounts as respect thereof in accordance with their terms will be provide money in an amount, or (C) a combination, in each case sufficient without reinvestment, in the opinion of a nationally an internationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, all of the principal of, premium, if any, and interest (including Additional Amounts) on at due date or maturity or if the Notes on Issuer has made irrevocable arrangements satisfactory to the stated date Trustee for payment thereof or on the applicable Redemption Dategiving of notice of redemption by the Trustee in the Issuer’s name and at the Issuer’s expense, as the case may be;redemption date. (b2) in In the case of Legal Defeasancean election under Section 12.02, the Issuer has shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect stating that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, there has been a change in the under then applicable U.S. federal income tax law, in either the Holders of the Outstanding Securities of such series will not recognize gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance and discharge did not occur. (3) In the case of an election under Section 12.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, and based thereon such Opinion of Counsel shall state that, that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and such Legal Defeasance covenant defeasance to be effected and will be subject to U.S. the same federal income tax on the same amounts, in the same manner and at the same times as would have been be the case if such Legal Defeasance had the deposit and covenant defeasance did not occurred;occur. (c4) No Default with respect to the Outstanding Securities of such series has occurred and is continuing at the time of such deposit after giving effect to the deposit, or in the case of Covenant Defeasancedefeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the Issuer has delivered to 91st day after the date such deposit, it being understood that this condition is not deemed satisfied until after the 91st day. (5) Such defeasance or covenant defeasance shall not cause the Trustee an Opinion of Counsel reasonably acceptable to for the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result Securities of such Covenant Defeasance and will be subject series to U.S. federal income tax on have a conflicting interest as defined in Section 310(b)(1) of the same amountsTrust Indenture Act of 1939, assuming all Securities of a series were in default within the same manner and at the same times as would have been the case if meaning of such Covenant Defeasance had not occurred;Act. (d6) no Default Such defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;party. (f7) The defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such act or exempt from registration. (8) The Issuer has shall 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance defeasance under Section 12.02 or the Covenant Defeasance covenant defeasance under Section 12.03 (as the case may be) have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. (a) The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance option covenant defeasance option, in each case, with respect to the Notes only if: (ai) the Issuer has Company irrevocably deposited deposits with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient sufficient, without reinvestmentconsideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest (including Additional Amounts) due on the Notes on the stated maturity date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (ia) the Issuer Company has received from, or there has been published by, the United States Internal Revenue Service a ruling; or , or (iib) since the Issue Dateissuance of the Notes, 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 state confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes purposes, as applicable, as a result of such Legal 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 Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Default Liens in connection therewith) shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture the Existing Credit Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries Guarantor is a party or by which the Issuer Company or any of its Subsidiaries Guarantor is bound; (fvi) the Issuer has Company shall 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 any other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or any Guarantor or others;; and (gvii) the Issuer has Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h. Notwithstanding the foregoing, an Opinion of Counsel required by Section 8.02(a)(ii) with respect to legal defeasance need not be delivered if all of the Issuer has Notes not theretofore delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable 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 independent at the expense, of the Issuer Company. (b) Before or after a deposit, the Company may make arrangements satisfactory to the effect that Trustee for the trust resulting from the deposit does not constitute, or is qualified as, redemption of such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposit or cause to be deposited in trust with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) interest, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption 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; (b) in the case of Legal Defeasancean election under Section 8.02, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ix) the Issuer has received from, or there has been published by, the US Internal Revenue Service a ruling; or , or (iiy) since the Issue Datedate of this Indenture, there has been a change in the applicable U.S. US federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel opinion shall state confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. US federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 Legal Defeasance had not occurred; (c) in the case of Covenant Defeasancean election under Section 8.03, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. US federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. 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 Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (e) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee has received an Officerto 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 Certificate stating that 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 other material agreement or instrument to which the Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries Restricted Subsidiary is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender euros or U.S. European Government Obligations, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Government ObligationsObligations or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; provided that (x) upon any redemption that requires the payment of a Make-Whole Amount, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Amount calculated as of the date of the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption and (y) such deficit amount will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such deficit amount that confirms that such deficit amount will be applied toward such redemption; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer Issuers may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a1) the Issuer has Issuers or a Subsidiary Guarantor irrevocably deposited deposits in trust with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium, if any, and interest (interest, including Additional Amounts) Interest, if any, due on the Notes outstanding Securities on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuers must specify whether the Securities are being defeased to Stated Maturity or to a particular redemption date; (b2) in the case of Legal Defeasancelegal defeasance, the Issuer has Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that since the Issue Date, (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state will confirm that, the Holders of the respective outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; (c3) in the case of Covenant Defeasancecovenant defeasance, the Issuer has Issuers have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the respective outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (d4) no Default such legal defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall covenant defeasance will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer Issuers or any of its the Restricted Subsidiaries is a party or by which the Issuer Issuers or any of its Restricted Subsidiaries is are bound; (f5) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (6) the Issuer has delivered Issuers must deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuers under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (7) the Issuers must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Issuers or others;; and (g) 8) the Issuer has delivered Issuers must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender euros or U.S. European Government ObligationsObligations or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be; provided that (x) upon any redemption that requires the payment of a Make-Whole Amount, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Amount calculated as of the date of the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption and (y) such deficit amount will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such deficit amount that confirms that such deficit amount will be applied toward such redemption; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposit or cause to be deposited in trust with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender or U.S. euro, European Government Obligations, or a combination thereof (if applicable, in combination with Qualified Interest Rate Agreements) that through the payment of interest and principal (in respect of such money or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements) shall provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) interest, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption 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; (b) in the case of Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions Trustee, in form and exclusions) and independent of the Issuer substance reasonably satisfactory to the effect that: Trustee stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , or (ii) since the Issue Date, 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 opinion shall state confirm that, the Holders will of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders will of the outstanding Notes shall not recognize income, gain or loss for tax purposes in the Netherlands as a result of such Legal Defeasance and shall be subject to tax in the Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (d) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee to the effect that the Holders of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (de) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee, in form and substance reasonably satisfactory to the Trustee, to the effect that the Holders of the outstanding Notes shall not recognize income, gain or loss for tax purposes in The Netherlands as a result of such Covenant Defeasance and shall be subject to tax in The Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (f) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a1) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender Dollars, non-callable Government Securities, or a combination of cash in U.S. Dollars and non-callable Government ObligationsSecurities, in such amounts as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premiumor interest and premium and Additional Interest, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state confirm that, the Holders will of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will of the outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (e5) the Trustee has received an Officer’s Certificate stating that 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 (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound; (f6) the Issuer has delivered Company must deliver to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (g7) the Issuer has delivered Company must deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and . However, the Opinion of Counsel required by clause (h2) the Issuer has above shall not be required if all Notes not theretofore delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable for cancellation have become due and payable, shall become due and payable on their maturity date within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Company's name, and independent of at the Issuer 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 1940Company's expense.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. dollars, non-callable Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants selected by the Issuer, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for of payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (bii) in the case of Legal Defeasance, the Issuer has shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer has have received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Datedate 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 state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(adescribed in clause (i) above and ending on the 91st day after the date of such deposit (except any Default or Event of other than a Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect grant of any Lien securing such depositborrowing); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, of or constitute a default under this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is boundbound (other than any such breach or violation or default resulting solely from the borrowing of funds to be applied to such deposit and the grant of any Lien on such deposit in favor of the Trustee and/or the Holders); (fvi) the Issuer has shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (gvii) the Issuer has shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (hviii) certain other customary conditions precedent are satisfied. If the funds deposited with the Trustee to effect Legal Defeasance or Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then the Issuer's obligations under this Indenture will be revived and no such defeasance will be deemed to have occurred. (b) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars sufficient, non-callable Government Securities, the scheduled payment of principal of and interest on which will be sufficient, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Datedate 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 state will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure borrowing of funds to comply with Section 3.9 be applied to such deposit and the granting of Liens in connection therewith) or insofar as a result Events of Default (other than Events of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) resulting from the borrowing of funds required to effect such or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article 8 have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its Legal Defeasance their legal defeasance option or its Covenant Defeasance their covenant defeasance option only if: (ai) the Issuer has Issuers irrevocably deposited deposit in trust with the Trustee, in trust, for the benefit of the Holders Trustee cash in U.S. Legal Tender or Dollars, U.S. Government Obligations, Obligations or a combination thereof in such amounts as will be an amount that is sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, of and premium (if any, ) and interest (including Additional Amounts) on the Notes on the stated date for payment thereof when due at maturity or on the applicable Redemption Dateredemption, as the case may be; (bii) 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 Notes to maturity or redemption, as the case may be; (iii) no Default specified in Section 6.01(f) or (g) with respect to the Issuers shall have occurred or is continuing on the date of such deposit; (iv) the deposit does not constitute a default under any other material agreement or instrument binding on the Issuers; (v) in the case of Legal Defeasancethe legal defeasance option, the Issuer has Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee stating that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer has Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or , or (ii2) since the Issue Date, 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 state confirm that, the Holders holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance deposit and 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 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 Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (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 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 Legal Defeasance deposit and defeasance had not occurred;; and (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (eviii) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered Issuers may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date; (b) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: Trustee, confirming that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (ii) since the Issue Date, 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 state will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the holders of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (c) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture under, the Exchangeable Notes or any other 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 the Guarantors is a party or by which the Issuer or any of its Subsidiaries the Guarantors is bound; (f) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to and the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940Guarantors shall remain liable for such payments.

Conditions to Defeasance. The Issuer may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a1) the Issuer has or a Guarantor irrevocably deposited deposits in trust with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, U.S. Government Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium, if any, and interest (interest, including Additional Amounts) Interest, if any, due on the Notes outstanding Securities on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Securities are being defeased to Stated Maturity or to a particular Redemption Date; (b2) in the case of Legal Defeasancelegal defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state will confirm that, the Holders of the respective outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; (c3) in the case of Covenant Defeasancecovenant defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the respective outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (d4) no Default such legal defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall covenant defeasance will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than this Indenture) to which the Issuer or any of its the Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is are bound; (f5) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or insofar as Events of Default resulting from the borrowing of funds or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (6) the Issuer has delivered must deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Issuer between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization of similar laws affecting creditors’ rights generally; (7) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) 8) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance have been complied with; and provided that the Opinion of Counsel required by this clause (h) the Issuer has 8) with respect to a legal defeasance need not be delivered if all Securities not theretofore delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year or may 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 independent at the expense, of the Issuer 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 1940Issuer.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (ai) the Issuer has Company shall irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders cash in Holders, U.S. Legal Tender dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such amounts as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes issued hereunder on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; (bii) in the case of Legal Defeasancelegal defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state confirm that, the Holders will beneficial owners shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance legal defeasance had not occurred; (ciii) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) to , the effect that beneficial owners of the Holders will respective outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (div) no Default such legal defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound; (fv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening Insolvency or Liquidation Proceeding of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable Bankruptcy Law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (gviii) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its Legal Defeasance their legal defeasance option or its Covenant Defeasance their covenant defeasance option with respect to a series of Notes only if: (a1) the Any Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee, in trust, Trustee (or such entity designated by the Trustee for the benefit of the Holders this purpose) cash in U.S. Legal Tender dollars or U.S. Government Obligations, Obligations or a combination thereof in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay for the principal ofpayment of principal, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof of such series to redemption or on the applicable Redemption Datematurity, as the case may be;, and must comply with certain other conditions, including delivery to the Trustee of: (bA) in the case of Legal Defeasancelegal defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case United States to the effect that, subject to customary assumptions and based thereon such Opinion of Counsel shall state thatexclusions, the Holders beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred. Such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or a change in applicable U.S. federal income tax law that is issued or becomes effective after the issuance of the Notes; (cB) in the case of Covenant Defeasancecovenant defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable in the United States to the Trustee (effect that, subject to customary exceptions assumptions and exclusions) to , the effect that beneficial owners of the Holders Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (dC) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or Issuers with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any other creditors of the Issuer or othersIssuers; (gD) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the Legal Defeasance or the Covenant Defeasance case may be, have been complied with; and; (hE) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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; and (F) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The Issuer may In order to exercise either its Legal Defeasance option Option and give effect thereto ("Legal Defeasance") or its Covenant Defeasance option only if: Option and give effect thereto (a"Covenant Defeasance"), (i) the Issuer has Company shall irrevocably deposited deposit with the Trustee, as trust funds in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in such amounts as will be sufficient sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the opinion of a nationally recognized firm of independent public accountantsaccountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof maturity of such principal or on the applicable Redemption Date, as the case may be; installment of principal or interest; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer Company has received from, or there has been 70 -63- published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Datedate 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 state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (div) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clauses (viii) and (ix) under Section 6.01 are concerned, at any time during the deposit pursuant to Section 8.2(aperiod ending on the 91st day after the date of deposit; (v) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under Default under, this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound; ; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; ; (gviii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and (ix) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a) the Issuer has Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. Legal Tender dollars, non-callable Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes outstanding Securities on the stated date for payment thereof Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to Stated Maturity or to a particular Redemption Date; (b) in the case of Legal Defeasancethe legal defeasance option, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, 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 state confirm that, the Holders of the outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal 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 Legal Defeasance legal defeasance had not occurred; (c) in the case of Covenant Defeasancethe covenant defeasance option, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance option had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any Default or Event of other than a Default resulting from the failure to comply with Section 3.9 as incurrence of Indebtedness or the grant of Liens securing such Indebtedness, all or a result portion of the borrowing proceeds of the funds required which will be applied to effect such deposit)) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Supplemental Indenture) to which the Issuer Company or any of its Restricted Subsidiaries is a party or by which the Issuer Company or any of its Restricted Subsidiaries is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit; (f) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of Securities over any the other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (g) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance option or the Covenant Defeasance covenant defeasance option have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer Company has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal ofprincipal, premium, if any, and interest (including Additional Amounts) on the Notes Securities on the stated date for payment thereof or on the applicable Redemption Date, as the case may bethereof; (b) in the case of Legal Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable from counsel in the United States independent of the Company to the Trustee effect that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that:): (i) the Issuer Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or (ii) since the Issue Date, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to from counsel in the Trustee United States independent of the Company (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in Chile independent of the Company (subject to customary exceptions and exclusions) to the effect that, based upon Chilean law then in effect, Holders will not recognize income, gain or loss for Chilean tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Chilean taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; (e) no Default or Event of Default shall have has occurred and be is continuing on the date of the deposit pursuant to Section 8.2(a9.02(a) hereof (except any other than a Default or Event of Default resulting from arising in connection with the failure to comply with Section 3.9 as grant of any Lien securing a result of the borrowing of the funds required to effect be applicable to such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer Company has delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer Company or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g) the Issuer Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to independent of the Trustee Company (subject to customary exceptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer Company has delivered to the Trustee an Opinion Opinions of Counsel from counsel in the United States and Chile reasonably acceptable to the Trustee and independent of the Issuer Company (subject to customary exceptions and exclusions and to assumptions as to factual matters, including the absence of an intervening bankruptcy, insolvency or reorganization during the applicable preference period following the date of such deposit and that no Holder or the Trustee is deemed to be an “insider” of the Company under the U.S. Bankruptcy Code and any equivalent law of Chile), to the effect that the transfer of trust resulting from funds pursuant to such deposit will not be subject to avoidance as a preferential transfer pursuant to the deposit does not constitute, applicable provisions of the U.S. Bankruptcy Code or is qualified as, a regulated investment company under the Investment Company Act any successor statute and any equivalent law of 1940Chile.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (ai) the Issuer has Company shall irrevocably deposited deposit with the TrusteeTrustee or another entity designated by the Trustee for such purpose, in trust, for the benefit of the Holders cash in Holders, U.S. Legal Tender dollars or U.S. Government Obligations, or a combination of U.S. dollars and U.S. Government Obligations, in such amounts as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants (a copy of which shall be delivered to the Trustee), to pay the principal of, or interest and premium, if any, and interest (including Additional Amounts) on the outstanding Notes issued hereunder on the stated date for payment thereof Stated Maturity or on the applicable Early Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular Early Redemption Date; (bii) in the case of Legal Defeasancelegal defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) and independent of the Issuer to the effect that: , (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iib) since the Issue Date, 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 state confirm that, the Holders will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance legal defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance legal defeasance had not occurred; (ciii) in the case of Covenant Defeasancecovenant defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (confirming that, subject to customary exceptions assumptions and exclusions) to the effect that , the Holders will of the respective outstanding Notes shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance covenant defeasance had not occurred; (div) no Default such legal defeasance or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance covenant defeasance shall not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture) to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (fv) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings); (vi) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Opinion of Counsel to the effect that, assuming, among other things, no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to the effect of Section 547 of Title 11 of the United States Code; (vii) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (gviii) the Issuer has delivered Company shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance legal defeasance or the Covenant Defeasance covenant defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. (i) The Issuer Issuers may exercise its Legal Defeasance their legal defeasance option or its Covenant Defeasance their covenant defeasance option only if: (a) A. the Issuer has Issuers have irrevocably deposited in trust (the “defeasance trust”) with the TrusteeTrustee (or another entity designated by the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated Government Obligations or a combination thereof, as applicable in trustan amount sufficient, without consideration of reinvestment, for the benefit payment of the Holders cash in U.S. Legal Tender or U.S. Government Obligations, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal ofprincipal, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof to redemption or on the applicable Redemption Datematurity, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee B. an Opinion of Counsel reasonably acceptable to in the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer United States to the effect that: (i) that Holders of the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders relevant Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, amount and in the same manner and at the same times as would have been the case if such Legal Defeasance deposit and defeasance had not occurred; occurred (c) and in the case of Covenant Defeasancelegal defeasance only, the Issuer has delivered to the Trustee an such Opinion of Counsel reasonably acceptable to in the Trustee (subject to customary exceptions and exclusions) to United States must be based on a ruling of the effect that the Holders will not recognize income, gain U.S. Internal Revenue Service or loss for other change in applicable U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such depositlaw); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has delivered to the Trustee C. an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer or Issuers with the intent of defeating, hindering, delaying delaying, defrauding or defrauding preferring any other creditors of the Issuer or othersIssuers; (g) the Issuer has delivered to the Trustee D. an Officer’s Certificate and an Opinion of Counsel from (which opinion of counsel reasonably acceptable to the Trustee (may be subject to customary exceptions assumptions and ​ exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the Legal Defeasance or the Covenant Defeasance case may be, have been complied with; and; (h) the Issuer has delivered to the Trustee E. an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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; and F. the Issuers delivers to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (ii) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article III.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a1) the Issuer has Company irrevocably deposited deposits with the Trustee, in trust, for the benefit of the Holders holders of the Securities cash in U.S. Legal Tender or dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountantsaccountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes Securities on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; provided that the Trustee shall have received an irrevocable written order from the Company instructing the Trustee to apply such cash in U.S. dollars or the proceeds of such U.S. Government Obligations to said payments with respect to the Securities; (b2) in the case of a Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: confirming that (i) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or , or (ii) since the Issue Date, date of this Indenture there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state confirm that, the Holders Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of a Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders Securityholders will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default or event which with notice or lapse of time or both would become a Default or an Event of Default with respect to the Securities shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default with respect to this Indenture resulting from the failure incurrence of Indebtedness, all or a portion of which will be used to comply defease the Securities concurrently with Section 3.9 such incurrence) or insofar as a result Sections 6.1(7) and 6.1(8) hereof are concerned, at any time in the period ending on the 91st day after the date of the borrowing of the funds required to effect such deposit); (e5) the Trustee has received an Officer’s Certificate stating that 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 Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (f6) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g7) the Issuer has delivered Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or defeasance and discharge of the Covenant Defeasance Securities and this Indenture as contemplated by this Article VIII have been complied with; and; (h) 8) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the effect that (A) the trust funds will not be subject to any rights of holders of Indebtedness of the Company other than the Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of an applicable bankruptcy insolvency, reorganization or similar laws affecting creditors' rights generally; and (9) the Company delivers to the Trustee and independent an Opinion of the Issuer 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. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

Conditions to Defeasance. The Issuer may In order for the Company to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a1) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender dollars, certain direct non-callable obligations of, or U.S. Government Obligationsguaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer Company to the effect that: (ia) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or (iib) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) independent of the Company 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a8.2(1) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit)) and, insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit, and the Trustees shall have received Officers' Certificates to such effect on the date of such deposit and, in the case of Legal Defeasance, on such 91st day; (e5) the Trustee has shall have received an Officer’s Officers' Certificate stating that 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 Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is bound; (f6) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer Company or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g7) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and; (h) 8) the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel from counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (9) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee and independent of the Issuer Company to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated constitute an investment company under the Investment Company Act of 1940.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer Company has irrevocably deposited with the Trustee, in trust, trust for the benefit of the Holders Holders, cash in U.S. Legal Tender or dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal ofprincipal, premium, if any, and interest (including Additional Amounts) on the Notes Securities on the stated date for payment thereof or on the applicable Redemption Date, as the case may bethereof; (b) in the case of Legal Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable from counsel in the United States independent of the Company to the Trustee effect that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that:): (i) the Issuer Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or (ii) since the Issue Date, there has been a change in the applicable U.S. federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to from counsel in the Trustee United States independent of the Company (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) in the case of Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel from counsel in Chile independent of the Company (subject to customary exceptions and exclusions) to the effect that, based upon Chilean law then in effect, Holders will not recognize income, gain or loss for Chilean tax purposes, including withholding tax except for withholding tax then payable on interest payments due, as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Chilean taxes on the same amounts and in the same manner and at the same time as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; (e) no Default or Event of Default shall have has occurred and be is continuing on the date of the deposit pursuant to Section 8.2(a9.02(a) hereof (except any other than a Default or Event of Default resulting from arising in connection with the failure to comply with Section 3.9 as grant of any Lien securing a result of the borrowing of the funds required to effect be applicable to such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer Company has delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders over any other creditors of the Issuer Company or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; (g) the Issuer Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to independent of the Trustee Company (subject to customary exceptions and exclusions) and independent of the Issuer), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer Company has delivered to the Trustee an Opinion Opinions of Counsel from counsel reasonably acceptable to in the Trustee United States and Chile independent of the Issuer Company (subject to customary exceptions and exclusions and to assumptions as to factual matters, including the absence of an intervening bankruptcy, insolvency or reorganization during the applicable preference period following the date of such deposit and that no Holder or the Trustee is deemed to be an “insider” of the Company under the U.S. Bankruptcy Code and any equivalent law of Chile), to the effect that the transfer of trust resulting from funds pursuant to such deposit will not be subject to avoidance as a preferential transfer pursuant to the deposit does not constitute, applicable provisions of the U.S. Bankruptcy Code or is qualified as, a regulated investment company under the Investment Company Act any successor statute and any equivalent law of 1940Chile.

Conditions to Defeasance. The Issuer Company may exercise its Legal Defeasance legal defeasance option or its Covenant Defeasance covenant defeasance option only if: (a1) the Issuer has Company irrevocably deposited deposits in trust with the Trustee, in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will shall be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof maturity of such principal or on the applicable Redemption Date, as the case may beinstallment of interest or upon redemption; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to stating that the Trustee (subject to customary exceptions and exclusions) and independent Holders of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders outstanding Notes will not recognize income, gain or loss for U.S. federal Federal income tax purposes as a result of such Legal Defeasance defeasance and will shall be subject to U.S. federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance defeasance had not occurred; (c) , which such opinion, in the case of Covenant Defeasancelegal defeasance, shall also state that (A) the Company has received from, or there has been published by, the Issuer Internal Revenue Service a ruling to such effect or (B) since the Effective Date there has delivered to been a change in the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders will not recognize income, gain or loss for U.S. federal applicable Federal income tax purposes as a result of laws or regulations to such Covenant Defeasance and will be subject effect or (C) there exists controlling precedent to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurredeffect; (d3) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or an Event of Default resulting from the failure incurrence of Indebtedness all or a portion of which will be used to comply with Section 3.9 as a result fund such deposit and the granting of the borrowing of the funds required any Lien to effect secure such depositIndebtedness); (e4) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance defeasance shall not result in a breach or violation of, of or constitute a default under this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound;; and (f5) the Issuer has Company shall 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance such defeasance have been complied with; and (h) satisfied. Before or after a deposit, the Issuer has delivered Company may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article 3.

Conditions to Defeasance. The Issuer Company or, as applicable, the Issuer, may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Government Obligations, in the case of Dollar Notes, and Euros or European Government Obligations, in the case of Euro Notes, or in each case a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifwith respect to the Notes: (a) the Issuer has must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government ObligationsSecurities, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountantsaccountants (with respect to any non-callable Government Securities), to pay the principal of, or interest (including Additional Amounts and premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption Date; (b) in the case of Legal Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee Trustee, confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion opinion of Counsel shall state counsel will confirm that, the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (c) in the case of Covenant Defeasance, the Issuer has delivered must deliver to the Trustee Trustee: (i) an Opinion opinion of Counsel United States counsel, which counsel is reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect Trustee, confirming that the Holders beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (ii) an Opinion of Counsel in the jurisdiction of incorporation of the Issuer, which counsel is reasonably acceptable to the Trustee, to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to 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; (d) no Default or Event of Default shall have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e) the Trustee has received an Officer’s Certificate stating that 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 (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 is bound; (f) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (g) the Issuer has delivered must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) . If the 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 has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940shall remain liable for such payments.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a1) the Issuer has Company must irrevocably deposited deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. Legal Tender dollars, non-callable Government Securities, or U.S. Government Obligationsa combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and premium, if any, on and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof maturity or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to their stated maturity or to a particular Redemption Date; (b2) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Date, 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 state confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c3) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the funds required granting of Liens to effect secure such depositborrowings); (e5) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall deposit will not result in a breach or violation of, or constitute a default under this Indenture or under, any other material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer Company or any of its Subsidiaries the Guarantors is a party or by which the Issuer Company or any of its Subsidiaries the Guarantors is bound, or if such breach, violation or default would occur, which is not waived as of, and for all purposes, on and after, the date of such deposit; (f6) the Issuer has delivered Company must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others;; and (g7) the Issuer has delivered Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerOfficers’ Certificate, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance set forth in clauses (1) through (6) of this paragraph have been complied with; and (h) 8) the Issuer has delivered Company must deliver to the Trustee an Opinion of Counsel from counsel reasonably acceptable Counsel, stating that all conditions precedent set forth in clauses (2), (3) and (5) of this paragraph have been complied with; provided that the opinion with respect to the Trustee and independent condition precedent set forth in clause (5) may be limited to a review of instruments certified in an Officers’ Certificate as being all the Issuer material instruments (other than this Indenture) to which the effect that Company is a party or by which the trust resulting from the deposit does not constitute, or Company is qualified as, a regulated investment company under the Investment Company Act of 1940bound.

Conditions to Defeasance. (a) The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (ai) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender or U.S. Holders, Euros, Euro-Denominated Designated Government Obligations, or a combination of Euros and Euro-Denominated Designated Government Obligations in such amounts as will be sufficient without reinvestmentconsideration of investment of interest, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, interest, or additional amounts, if any, and interest (including Additional Amounts) on the outstanding Notes issued thereunder on the stated date for payment thereof maturity or on the applicable Redemption Dateredemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date; (bii) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i1) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (ii2) since the Issue Date, 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 state will confirm that, the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (ciii) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders beneficial owners of the respective outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (div) no Default or Event of Default shall have has occurred and be is continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of funds to be applied to such deposit and the funds required to effect such depositgranting of Liens in connection therewith); (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under this Indenture or any other material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (fvi) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (gvii) the Issuer has delivered must deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance as contemplated by this Article Eight have been complied with; and. (hb) Before or after a deposit, the Issuer has delivered may make arrangements satisfactory to the Trustee an Opinion for the redemption of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to the effect that the trust resulting from the deposit does not constitute, or is qualified as, such Notes at a regulated investment company under the Investment Company Act of 1940future date in accordance with Article III.

Conditions to Defeasance. The Issuer Company or, as applicable, the Issuer, may exercise its Legal Defeasance option or its Covenant Defeasance option only if: (a) the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders cash in U.S. Legal Tender dollars, certain direct non-callable obligations of, or U.S. Government Obligationsguaranteed by, the United States, or a combination thereof, in such amounts as will be sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b) in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the Issue Date, 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 state that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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 Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); (e) the Trustee has received an Officer’s Certificate stating that 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 Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; (f) the Issuer has 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 any other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (g) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer may In order to exercise either its Legal Defeasance option Option and give effect thereto (“Legal Defeasance”) or its Covenant Defeasance option only if: Option and give effect thereto (a“Covenant Defeasance”), (i) the Issuer has Company shall irrevocably deposited deposit with the Trustee, as trust funds in trust, for the benefit of the Holders Holders, cash in U.S. Legal Tender or United States dollars, U.S. Government Obligations, or a combination thereof, maturing as to principal and interest in such amounts as will be sufficient sufficient, without reinvestmentconsideration of any reinvestment of such interest, in the opinion of a nationally recognized firm of independent public accountantsaccountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) on the outstanding Notes on the stated date for payment thereof Stated Maturity of such principal or on the applicable Redemption Date, as the case may be; installment of principal or interest; (bii) in the case of Legal Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (iA) the Issuer Company has received from, or there has been published by, the Internal Revenue Service a ruling; or ruling or (iiB) since the Issue Datedate 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 state confirm that, the Holders will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; ; (ciii) in the case of Covenant Defeasance, the Issuer has Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; ; (div) no Default or Event of Default shall have occurred and be continuing on the date of the deposit pursuant to Section 8.2(a) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect such deposit); ; (ev) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance Xxxxxxxx Xxxxxxxxxx shall not result in a breach or violation of, or constitute a default under Default under, this Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Company is a party or by which the Issuer or any of its Subsidiaries it is bound; ; (fvi) the Issuer has Company shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that (A) the trust funds will not be subject to any rights of holders of other Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vii) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer Company with the intent of preferring the Holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company or others; ; (gviii) no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the Notes on the date of such deposit; and (ix) the Issuer has Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerCounsel, each stating that all conditions precedent provided for or relating to either the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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.

Conditions to Defeasance. The Issuer Issuers may exercise its their Legal Defeasance option or its their Covenant Defeasance option only if: (a1) the Issuer has Issuers must irrevocably deposited deposit with the Trustee, in trust, trust for the benefit of the Holders cash in Holder of Notes, U.S. Legal Tender or Tender, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountantsaccountants selected by the Issuers, to pay the principal of, premium, if any, and interest (including Additional Amounts) on the Notes Notes, on the stated date for payment thereof or on the applicable Redemption Dateredemption date, as the case may be; (b2) in the case of Legal Defeasance, the Issuer has Issuers will have delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: (ia) the Issuer Issuers or the Company has received from, or there has been published by, the Internal Revenue Service Service, a rulingletter ruling of the Internal Revenue Service; or (iib) since the Issue Date, 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 will state that, that the Holders of the Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not previously delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee; (c3) in the case of Covenant Defeasance, the Issuer has Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d4) no Default in the case of Legal Defeasance or Event Covenant Defeasance, the Issuers have delivered to the Trustee: (a) an Opinion of Default shall have occurred Counsel in Ireland (or such other jurisdiction in which the Issuers and/or the Company is organized or incorporated) from counsel reasonably acceptable to the Trustee and be continuing on the date independent of the deposit pursuant Issuers and the Company to Section 8.2(athe effect that the Holders of the Notes will not recognize income, gain or loss for Irish (or such other jurisdiction in which the Issuers is organized or incorporated) (except any Default or Event of Default resulting from the failure to comply with Section 3.9 tax purposes as a result of Legal Defeasance or Covenant Defeasance, as the borrowing case may be, and will be subject to Irish (or such other jurisdiction in which each Issuer and/or the Company is organized or incorporated) taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; or (b) a ruling directed to the Trustee received from the tax authorities of Ireland (or such other jurisdiction in which each Issuer and/or the funds required Company is organized or incorporated) to the same effect such deposit)as the Opinion of Counsel described in clause (a) above; (e5) the Company will have delivered to the Trustee has received an Officer’s Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance shall will not result in a breach or violation of, or constitute a default under under, this Indenture or any other material agreement or instrument to which the Issuer Company or any of its Subsidiaries is a party or by which the Issuer Company or any of its Subsidiaries is boundbound (except any breach, violation or default as a result of the borrowing of the funds required to effect the deposit pursuant to clause (1) of this paragraph); (f6) the Issuer has Issuers will have delivered to the Trustee an Officer’s Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes over any other creditors of the Issuer Issuers or any Subsidiary of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Issuers or others;the Company; and (g7) the Issuer has Issuers will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and (h) the Issuer has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer to Issuers and the effect Company, each stating that all conditions precedent provided for in, in the trust resulting from case of the deposit does not constituteOfficers’ Certificate, or is qualified asclauses (1) through (6) of this Section 8.2 and, a regulated investment company under in the Investment Company Act case of 1940the Opinion of Counsel, clauses (2) and/or (3) and (4) of this Section 8.2, in each case, have been complied with.

Conditions to Defeasance. The Issuer may In order to exercise its either Legal Defeasance option or its Covenant Defeasance option only ifDefeasance: (a) the Issuer has must irrevocably deposit or cause to be deposited in trust with the Trustee, in trust, for the benefit of the Holders holders of the Notes, cash in U.S. Legal Tender or U.S. euro, European Government Obligations, or a combination thereof, in such amounts as will be sufficient without reinvestmentsufficient, in the opinion of a nationally an internationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest (including Additional Amounts) interest, on the outstanding Notes on the stated date for payment thereof Stated Maturity or on the applicable Redemption Dateredemption 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; (b) in the case of Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the Issuer to the effect that: stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling; or , or (ii) since the Issue Datedate hereof, 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 opinion shall state confirm that, the Holders holders of the outstanding Notes will not recognize income, gain or loss for 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, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of Covenant Legal Defeasance, the Issuer has must have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) to the effect that the Holders holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in the Netherlands as a result of such Legal Defeasance and will be subject to tax in the Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (d) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee to the effect that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (de) in the case of Covenant Defeasance, the Issuer must have delivered to the Trustee an Opinion of Counsel acceptable to the Trustee to the effect that the holders of the outstanding Notes will not recognize income, gain or loss for tax purposes in The Netherlands as a result of such Covenant Defeasance and will be subject to tax in The Netherlands on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (f) no Default or Event of Default shall will have occurred and be continuing on the date of the such deposit pursuant to Section 8.2(a) (except any other than a Default or Event of Default resulting from the failure to comply with Section 3.9 as a result of the borrowing of the funds required to effect be applied to such deposit); (eg) the Trustee has received an Officer’s Certificate stating that such Legal Defeasance or Covenant Defeasance shall not cause the Trustee for the Notes 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; (h) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under this (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), the Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries Restricted Subsidiary is a party or by which the Issuer or any of its Subsidiaries Restricted Subsidiary is bound; (fi) 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; (j) the Issuer has 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 holders of the Notes over any the other creditors of the Issuer or any Subsidiary of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other 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 (gk) the Issuer has must have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) and independent of the IssuerTrustee, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance Defeasance, as the case may be, have been complied with; and (h) . If the 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 has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer 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 1940will remain liable for such payments.