Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders Securityholders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers 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 Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company Issuers between the date of deposit and the 91st day following the deposit and that no Holder Securityholder of the Notes Securities is an insider of the CompanyIssuers, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers Issuers deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company or any Guarantor may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the Company or any Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Notes to maturity Maturity or redemption, as the case may be; (2b) the Company or any Guarantor delivers to the Trustee a certificate from a an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of and interest when due on all the Notes to maturitywhen due at Maturity or on redemption, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the CompanyCompany or any Guarantor; (7f) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) g) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to Brazilian tax matters stating that, under Brazilian law, Holders (other than Brazilian persons) (1) shall not recognize income gain or loss for Brazilian tax purposes as a result of such deposit and defeasance and shall be subject to Brazilian tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (2) payments from the defeasance trust to any such Holder shall not be subject to withholding or deduction for or on account of any taxes, duties, assessments or other governmental charges under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered or any Guarantor delivers to the Trustee an Opinion of Counsel in the United States of recognized standing with respect to U.S. Federal income tax matters stating that (i1) the Company or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9i) in the case of the covenant defeasance option, the Company shall have delivered or any Guarantor delivers to the Trustee an Opinion of Counsel in the United States of recognized standing with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (10j) the Company or any Guarantor delivers to the Trustee an Officer’s Opinion of Counsel of recognized standing with respect to Cayman Islands tax matters and Opinions of Counsel of recognized standing with respect to tax matters of any other jurisdiction in which the Company is conducting business in a manner which causes the Holders of the Notes to be liable for taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in such other jurisdiction, stating that the Holders will not recognize income, gain or loss in the relevant jurisdiction as a result of such deposit and the defeasance and will be subject to taxes in the relevant jurisdiction (including any withholding taxes) on the same amount and in the same manner and at the same times as would otherwise have been the case if such deposit and defeasance had not occurred; (k) the Company or any Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (l) the Company or any Guarantor 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 and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Company or any Guarantor 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 Company Issuer or either Guarantor may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the Company Issuer or either Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and of, premium, if any, and interest on all the Notes to maturity Maturity or redemption; (b) the Issuer or either Guarantor delivers to the Trustee a written certificate from an internationally recognized firm of independent public accountants expressing their opinion that, without consideration of any reinvestment, the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as shall be sufficient to pay principal of, premium, if any, and interest on all the Notes when due at Maturity or on redemption, as the case may be; (2c) 123 days pass after the Company delivers to deposit is made in accordance with the Trustee a certificate from a firm terms of independent accountants expressing their opinion that Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the payments end of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturityperiod; (3d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the CompanyIssuer or the Guarantor; (7f) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel in the United States with respect to U.S. Federal income tax matters stating that (i1) the Company Issuer or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9g) in the case of the covenant defeasance option, the Company shall have delivered Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel in the United States with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (h) the Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (10i) the Company Issuer or either Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Issuer or the Guarantors 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 Company or Braskem may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes Securities of a series only if: (1a) the The Company or Braskem irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of that series (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or non-callable U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of (and premium, if any, on) and interest on all the Notes Securities of that series to maturity or redemption, as the case may beMaturity; (2b) the The Company or Braskem delivers to the Trustee a certificate from a an internationally recognized firm of independent accountants or investment bank expressing their opinion that the payments of principal of (and premium, if any, on) and interest on the Securities of that series when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of (and premium, if any, on) and interest when due on all the Notes to maturitySecurities of that series when due at Maturity; (3c) In the case of the legal defeasance option, 123 days pass after the deposit is made in accordance with the terms of Clause (a) and during such 123-day period no Default or Event of Default shall have specified in Section 5.01(f) or (g) with respect to Braskem occurs that is continuing at the end of the period; (d) No Default or Event of Default with respect to the Securities of that series has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4e) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the The deposit does not constitute a default or event of default under any other agreement binding on the CompanyCompany or Braskem, as the case may be; (7f) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the The trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amendedAct; (8) g) Such legal defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of the Trust Indenture Act); (h) In the case of the legal defeasance option, the Company shall have delivered or Braskem delivers to the Trustee an Opinion of Counsel in the United States stating that (i) the Company or Braskem, as the case may be, has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the Notes will Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9i) in In the case of the covenant defeasance option, the Company shall have delivered or Braskem delivers to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners Holders of the Notes will Securities of that series shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10j) the The Company or Braskem delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities of that series as contemplated by this Article 8 XIV have been complied with. Before or after a deposit, the Company or Braskem may make arrangements satisfactory to the Trustee for the redemption of Securities of that series at a future date in accordance with Article XI and the supplemental indenture relating to the Securities of that series.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee (i) for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may bebe and (ii) all accrued and unpaid amounts owing to the Trustee and the Collateral Agent; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, of or constitute a Default under, this Indenture or default under any other material agreement or instrument (other than this Indenture) to which the Company, the Guarantor Company or any of its Restricted Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Restricted Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyCompany and is not otherwise prohibited by this Indenture; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. (a) The Issuer or the Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company or the Issuer irrevocably deposits in trust with the U.S. Trustee for the benefit of the Holders money in U.S. dollars an amount sufficient or U.S. Government Securities Obligations, the principal of and interest on which shall be sufficient, or a combination thereof for sufficient to pay the payment of principal of of, and premium, premium (if any), and interest interest, on the Notes to when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company or the Issuer delivers to the U.S. Trustee a certificate from a nationally recognized firm of independent accountants public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3iii) no Default the Company or Event the Issuer delivers to the Trustees an Opinion of Default shall have occurred and be continuing on Counsel in Canada to the date effect that the beneficial owners of such deposit orthe notes will not recognize income, with respect to certain bankruptcy gain or insolvency Events loss for Canadian federal income tax purposes as a result of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall and the defeasance or covenant defeasance will not otherwise alter those beneficial owners’ Canadian federal income tax treatment of principal and interest payments on the notes; (iv) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the CompanyIssuer is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the Guarantor or any granting of its Subsidiaries is boundLiens in connection therewith); (5v) no Default or Event of Default under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (vi) the Company shall have delivered to Issuer is not an “insolvent person” within the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy meaning of the Company between Bankruptcy and Insolvency Act (Canada) and is not insolvent, unable to pay its debts in full or on the eve of insolvency under applicable provincial law on the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day following the such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6vii) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company or the Issuer shall have delivered to the Trustee Trustees an Opinion of Counsel in to the United States stating effect that (iA) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments 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 occurredNotes; (9viii) in the case of the covenant defeasance option, the Company or the Issuer shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredNotes; and (10ix) the Company or the Issuer delivers to the Trustee Trustees an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or covenant defeasance as contemplated by this Article 8 have been complied with. (b) In connection with any defeasance or covenant defeasance involving a redemption that requires the payment of the Applicable Premium, the amount deposited with the U.S. Trustee as provided in Section 8.2(a)(i) in respect of such Applicable Premium shall be sufficient if equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the U.S. Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the U.S. Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date (the “Defeasance Lockout Expiration Date”) which is the earlier of: (A) two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Code, of the final “real estate mortgage investment conduit,” established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof, Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (1i) not less than sixty (60) days prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with “Release Date”) on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all out-of-pocket costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the reasonable fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Borrower shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than the Company delivers Monthly Debt Service Payment Amount through and including the Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the Trustee depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4.2 have been satisfied; (D) an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) at Lender’s request, a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants expressing their opinion reasonably acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.4.2(a)(iii)(A) above; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4G) such legal defeasance other certificates, documents or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, instruments as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredLender may reasonably require; and (10H) in connection with the Company delivers conditions set forth above in this Section 2.4.2(a)(iii), Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the amounts delivered pursuant to Section 2.4.2(a)(iii)(A) above to purchase the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withDefeasance Collateral.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the later of (i) the 91st day after such date of deposit or (ii) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, after the 91st day following the deposit, the trust funds funds, will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right rights generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, of or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyCompany and is not prohibited by Article X; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal of and principal, premium, if any, and interest on the Notes to maturity redemption or redemption, as the case may bematurity; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes to redemption or maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which shall be used to defease the 91st day after Notes concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, after the 91st day following the deposit, the trust funds will shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option following shall be the conditions to application of either Section 12.02 or its covenant defeasance option Section 12.03 to the Outstanding Securities of any series. (1) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of Securities of such series (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in each case, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge the principal of and interest, if any, on the Outstanding Securities of such series on the stated maturity of such principal or interest or earlier date of redemption. (2) No Event of Default or event which after notice or lapse of time or both would become an Event of Default with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit Securities of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default series shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit;. (43) such legal Such defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 310(b) of the Trust Indenture Act of 1939 with respect to any Securities of the Issuer. (4) Such defeasance or covenant defeasance shall be permitted by, and shall not result in a breach or violation of, or constitute a Default default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries Issuer is a party or by which the Company, the Guarantor or any of its Subsidiaries it is bound;. (5) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Company Securities Exchange Act of 1934, as amended, to be delisted. (6) In the case of an election under Section 12.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating (subject to customary assumptions and exclusionsi) that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (A) that, and based thereon such opinion shall confirm that, the Notes Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, and (Bii) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day passage of 90 days (or such other period of time as then required by the non-insider preference provisions of any applicable federal bankruptcy laws) following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right ' rights generally; , and (6iii) that there would not occur any violation of the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended;, on the part of the Issuer, the trust funds representing such deposit or the Trustee as a result of such deposit and the related exercise of the Issuer's election under this Article Twelve. (8) in 7) In the case of the legal defeasance optionan election under Section 12.03, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the beneficial owners Holders of the Notes Outstanding Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal covenant defeasance had not occurred;. Such Opinion shall also cover the matters referred to in clauses (ii) and (iii) of Section 12.4(6). (9) in the case of the covenant defeasance option, the Company 8) The Issuer shall have delivered to the Trustee an Opinion irrevocable Issuer Order to apply the monies so deposited towards payment of Counsel in all indebtedness on the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result Securities of such deposit series at their stated maturity or earlier date of redemption, and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance and discharge of under Section 12.02 or the Notes and this Indenture covenant defeasance under Section 12.03 (as contemplated by this Article 8 the case may be) have been complied with.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers 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 Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Defaultthe Issuers under Section 6.1(8), on the 91st day after such date of deposit; (4) 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 Company, the Guarantor Issuers or any of its their Subsidiaries is a party or by which the Company, the Guarantor Issuers or any of its their Subsidiaries is bound; (5) the Company Issuers shall each have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company Issuers between the date of deposit and the 91st day following the deposit and that no if a Holder of the Notes Securities is an insider of the CompanyIssuers within the meaning of the Bankruptcy Law, after the 91st 366th 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) each of the Company Issuers delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money cash in U.S. dollars or U.S. Government Securities or a combination thereof Euros for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment cash in Euros will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the The Company shall irrevocably deposits in trust have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders money of such Securities, (A) cash in U.S. dollars Dollars in an amount, or U.S. (B) Government Securities or a combination thereof for which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any, ) and interest (including any Additional Interest) on the Notes outstanding Securities on the Stated Maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; PROVIDED that the Trustee shall have been irrevocably instructed to maturity apply such money or redemptionthe proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, as the case Company may be;give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the outstanding Securities at a future date in accordance with Article Three which notice shall be irrevocable. (2b) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy insofar as Section 6.01(h), (i) or insolvency Events of Default(j) is concerned, at any time during the period ending on the 91st day after such the date of depositsuch deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6c) the deposit does not constitute a default hereunder or under any other material agreement binding on the Company; (7d) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) e) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9f) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10g) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 Eight have been complied with.

Conditions to Defeasance. (a) The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the a Series of Notes only if: (1i) the Company Issuer irrevocably deposits in trust (the “defeasance trust”) with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof (sufficient in the opinion of a nationally recognized certified public accounting firm) for the payment of principal of and premium, if any, and interest on the Notes of such Series to maturity redemption or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4ii) such legal defeasance or covenant defeasance shall does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Issuer is a party or by which the CompanyIssuer is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the Guarantor or any granting of its Subsidiaries is boundLiens in connection therewith); (5iii) no Default or Event of Default with respect to such Series of Notes under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (iv) the Company Issuer is not an insolvent, unable to pay its debts in full or on the eve of insolvency under applicable law on the date of such deposit; (v) the Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 Holders of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amount, amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel shall be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law); (vi) the Issuer shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of organization of the Issuer to the effect that Holders of the Notes of such Series will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to income tax of such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (10vii) the Company Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or defeasance as contemplated by this Article 8 have been complied with. (b) In connection with any defeasance or covenant defeasance involving a redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee as provided in Section 8.2(a)(i) in respect of such Applicable Premium shall be sufficient if equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide 75 69 cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy the Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyCompany and is not prohibited by Article X; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and 76 70 discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars in an amount, or U.S. Government Securities Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination thereof for of U.S. dollars or such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest, to pay and discharge the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of DefaultDefault under Sections 6.1(7) and (8), on the later of (i) the 91st day after such date of deposit or (ii) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit; (4) such legal defeasance or covenant defeasance deposit shall not result in a breach or violation of, or constitute a Default under, this Indenture Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents, the Intercreditor Agreement or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, 7) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (subject to customary assumptions and exclusions) stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders 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 deposit and defeasance had not occurred; occurred and (9ii) in the case of the covenant legal defeasance option, such Opinion of Counsel must be based on a ruling by the Company Internal Revenue Service or other change in the applicable U.S. law; (8) if the Securities are to be redeemed prior to Stated Maturity, notice of such redemption shall have delivered been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would shall have been the case if such deposit and covenant defeasance had not occurredmade; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to either the legal defeasance and discharge of option or covenant defeasance option, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the The Company shall irrevocably deposits in trust have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders money of such Securities, (A) cash in U.S. dollars Dollars in an amount, or U.S. (B) Government Securities or a combination thereof for which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any, ) and interest (including any Additional Interest) on the Notes outstanding Securities on the Stated Maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; PROVIDED that the Trustee shall have been irrevocably instructed to maturity apply such money or redemptionthe proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, as the case Company may be;give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the outstanding Securities at a future date in accordance with Article Three which notice shall be irrevocable. (2b) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy insofar as Section 6.01(h), (i) or insolvency Events of Default(j) is concerned, at any time during the period ending on the 91st day after such the date of depositsuch deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6c) the deposit does not constitute a default hereunder or under any other material agreement binding on the Company; (7d) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) e) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall 49 confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9f) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10g) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 Eight have been complied with.

Conditions to Defeasance. (a) The Company Issuers may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company an Issuer has irrevocably deposits deposited in trust (the “defeasance trust”) with the Trustee for the benefit of the Holders money cash in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes to maturity redemption or redemptionmaturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of: (A) an Opinion of Counsel in the United States to the effect that holders of the Notes 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 amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel in the United States must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law since the issuance of the Notes); (2B) the Company delivers an Opinion of Counsel to the Trustee a certificate from a firm effect that, as of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (opinion and subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvencyliquidation, reorganization reorganization, administration, moratorium, receivership or similar laws affecting creditors’ right generallyrights generally under any applicable U.S. federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (6C) an Officer’s Certificate stating that the deposit does was not constitute a default under made by the Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any other agreement binding on creditors of the CompanyIssuers or any Note Guarantors; (7D) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; (E) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10F) the Company delivers Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counselall other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (2) Before or after a deposit, each stating that all conditions precedent the Issuers may make arrangements satisfactory to the defeasance and discharge Trustee for the redemption of the Notes and this Indenture as contemplated by this at a future date in accordance with Article 8 have been complied with3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the The Company shall irrevocably deposits in trust have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders money of such Securities, (A) cash in U.S. dollars Dollars in an amount, or U.S. (B) Government Securities or a combination thereof for which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any, ) and interest (including any Additional Interest) on the Notes outstanding Securities on the Stated Maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; provided that the Trustee shall have been irrevocably instructed to maturity apply such money or redemptionthe proceeds of such Government Securities to said payments with respect to the Securities. Before such a deposit, as the case Company may be;give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the outstanding Securities at a future date in accordance with Article Three which notice shall be irrevocable. (2b) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no No Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy insofar as Section 6.01(h), (i) or insolvency Events of Default(j) is concerned, at any time during the period ending on the 91st day after such the date of depositsuch deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6c) the deposit does not constitute a default hereunder or under any other material agreement binding on the Company; (7d) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) e) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9f) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10g) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 Eight have been complied with.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date which is the earlier of: (A) two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Code, of the final “real estate mortgage investment conduit,” established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the “Defeasance Lockout Expiration Date”), Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Collateral (in whole but not in part) from the Lien of the Pledge Agreement and the other Loan Documents upon the satisfaction of the following conditions: (1i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with “Release Date”) on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Borrower shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than each Monthly Debt Service Payment Amount through and including the Company delivers Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the Trustee depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4.2 have been satisfied; (D) an opinion of counsel for Borrower in form and substance acceptable to Lender in all respects and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) at Lender’s request, a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.4.2(a)(iii)(A) above; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4G) such legal defeasance other certificates, documents or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, instruments as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredLender may reasonably require; and (10H) in connection with the Company delivers conditions set forth above in this Section 2.4.2(a)(iii), Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the amounts delivered pursuant to Section 2.4.2(a)(iii)(A) above to purchase the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withDefeasance Collateral.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 ARTICLE VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof Obligations for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain be applied to such deposit) or insofar as Event of Defaults from bankruptcy or insolvency Events of Defaultevents are concerned, at any time in the period ending on the 91st day after such the date of deposit; (4) such legal defeasance or covenant defeasance shall does not result in a breach or violation of, or constitute a Default default under, this Indenture (other than a breach or violation of this Indenture resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing), the agreements governing Credit Facilities or any other material agreement or instrument to which binding on the Company, the Guarantor Company or any of its Restricted Subsidiaries and is a party or not prohibited by which the Company, the Guarantor or any of its Subsidiaries is boundArticle 10; (5) the Company shall must have delivered to the Trustee an Opinion of Counsel (to the effect that, subject to customary assumptions circumstances and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Companyconditions, after the 91st day following the deposit, the trust funds fund will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right rights generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal deposit and defeasance had not occurred; (97) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) 8) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 have been complied with. 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 3.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the Company Issuer irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2b) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4d) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries Issuer is a party or by which the Company, the Guarantor or any of its Subsidiaries Issuer is bound; (5e) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company Issuer between the date of deposit and the 91st day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyIssuer, 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’ ' right generally; (6f) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (7g) the Company Issuer delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Issuer Act of 1940, as amended; (8) h) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9i) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10j) the Company Issuer delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Defaultthe Company under Section 6.1(7), on the 91st 123rd day after such date of depositdeposit (except as a result of any breach of covenants in connection with Incurring Indebtedness to fund such defeasance); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st 123rd day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyCompany within the meaning of the Bankruptcy Law, after the 91st 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (97) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) 8) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and Accreted Value, premium, if any, and cash interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the Incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositIncurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company;Company and is not prohibited by Article X; 73 65 (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain bankruptcy be applied to such deposit and the grant of any Lien securing such borrowings) or insolvency insofar as Events of DefaultDefault specified in Section 6.1(7) or Section 6.1(8) are concerned, at any time in the period ending on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Significant Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Significant Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, after the 91st day following the deposit, the trust funds funds, will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right rights generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company Issuer or either Guarantor may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the Company Issuer or either Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and of, premium, if any, and interest on, all the Notes to Maturity or redemption; (b) the Issuer or either Guarantor delivers to the Trustee a written certificate from an internationally recognized firm of independent public accountants expressing their opinion that, without consideration of any reinvestment, the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as shall be sufficient to maturity pay principal of, premium, if any, and interest on, all the Notes when due at Maturity or on redemption, as the case may be; (2c) 123 days pass after the Company delivers to deposit is made in accordance with the Trustee a certificate from a firm terms of independent accountants expressing their opinion that Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the payments end of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturityperiod; (3d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the CompanyIssuer or the Guarantor; (7f) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel in the United States with respect to U.S. Federal income tax matters stating that (i1) the Company Issuer or such Guarantor has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9g) in the case of the covenant defeasance option, the Company shall have delivered Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel in the United States with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (h) the Issuer or either Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (10i) the Company Issuer or either Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Issuer or the Guarantors 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 Company Parent or the Subsidiary Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the Company Parent or the Subsidiary Issuer irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Units to maturity or redemption, as the case may be; (2b) the Company Parent or the Subsidiary Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Units to maturity; (3c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4d) 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 CompanyParent or the Subsidiary Issuer, as the Guarantor case may be, or any of its Subsidiaries subsidiaries is a party or by which the CompanyParent or the Subsidiary Issuer, as the Guarantor case may be or any of its Subsidiaries subsidiaries is bound; (5e) the Company shall have delivered to Parent or the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company Subsidiary Issuer delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) f) in the case of the legal defeasance option, the Company Parent or the Subsidiary Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company Parent or the Subsidiary Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9g) in the case of the covenant defeasance option, the Company Parent or the Subsidiary Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10h) the Company Parent or the Subsidiary Issuer delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and Units and this Indenture as contemplated by this Article 8 Fifteen have been complied with.

Conditions to Defeasance. The Company may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the The Company irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Notes to maturity Maturity or redemption, as the case may be; (2b) the The Company delivers to the Trustee a certificate from a an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of and interest when due on all the Notes to maturitywhen due at Maturity or on redemption, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the Company; (7f) the The Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) g) The Company delivers to the Trustee Opinions of Counsel stating that, under Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9i) in the case of the covenant defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (10j) the Company delivers to the Trustee an Officer’s Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (k) 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 and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Company 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 Company may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the The Company irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Notes to maturity Maturity or redemption, as the case may be; (2b) the The Company delivers to the Trustee a certificate from a an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of and interest when due on all the Notes to maturitywhen due at Maturity or on redemption, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the Company; (7f) the The Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) g) The Company delivers to the Trustee Opinions of Counsel stating that, under Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States of recognized standing with respect to U.S. federal income tax matters stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9i) in the case of the covenant defeasance option, the Company shall have delivered delivers to the Trustee an Opinion of Counsel in the United States of recognized standing with respect to U.S. federal income tax matters to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (10j) the Company delivers to the Trustee an Officer’s Opinion of Counsel, in form and substance reasonably satisfactory to Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (k) 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 and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company irrevocably deposits in trust with the U.S. Trustee for the benefit of the Holders money in U.S. dollars an amount sufficient or U.S. Government Securities Obligations, the principal of and interest on which shall be sufficient, or a combination thereof for sufficient to pay the payment of principal of of, and premium, premium (if any), and interest interest, on the Notes to when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the U.S. Trustee a certificate from a nationally recognized firm of independent accountants public accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4iii) such legal defeasance or covenant defeasance shall does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the CompanyCompany is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the Guarantor or any granting of its Subsidiaries is boundLiens in connection therewith); (5iv) no Default or Event of Default under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (v) the Company shall have delivered to is not an “insolvent person” within the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy meaning of the Company between Bankruptcy and Insolvency Act (Canada) and is not insolvent, unable to pay its debts in full or on the eve of insolvency under applicable provincial law on the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day following the such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6vi) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in to the United States stating effect that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments 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 occurredNotes; (9vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredNotes; and (10viii) the Company delivers to the Trustee Trustees an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or defeasance as contemplated by this Article 8 have been complied with. (b) In connection with any defeasance or covenant defeasance involving a redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee as provided in Section 8.2(a)(i) in respect of such Applicable Premium shall be sufficient if equal to the Applicable Premium calculated as of the date of deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3iii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4iv) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5v) the Company shall have delivered to the Trustee an Opinion of Counsel (Counsel, subject to customary assumptions such qualifications and exclusions) exceptions as the Trustee deems appropriate, to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6vi) the deposit does not constitute a default under any other agreement binding on the Company; (7vii) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company required to register under the U.S. Investment Company Act of 1940, as amended; (8) viii) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9ix) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10x) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with and an Opinion of Counsel stating that the Trustee on behalf of the Holders will have a valid and perfected exclusive security interest in the trust funds and that the conditions precedent provided for in clauses (viii) and (ix), as applicable, of this Section 8.2 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, of or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date which is the earlier to occur of (A) two (2) years after the "startup day," within the meaning of Section 860G(a)(9) of the Code, of the final "real estate mortgage investment conduit," established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the "Defeasance Lockout Expiration Date"), Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (1a) not less than sixty (60) days' prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with "Release Date") on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (b) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the standard and customary fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (c) Borrower shall deliver to Lender on or prior to the Release Date: (i) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than the Company delivers Monthly Debt Service Payment Amount through and including the Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the "Defeasance Collateral"), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (ii) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "Defeasance Security Agreement"), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (iii) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.5 have been satisfied; (iv) an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of such defeasance; (v) evidence in writing from the applicable Rating Agencies to the Trustee effect that the defeasance of the Loan and collateral substitution will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance event for any securities issued in connection with the Securitization which are then outstanding; (vi) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.5.l(c)(i) above; (3vii) no Default such other certificates, documents or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of depositinstruments as Lender may reasonably require; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9viii) in connection with the case conditions set forth in Section 2.5.l(c) above, Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the covenant defeasance option, amounts delivered pursuant to Section 2.5.l(c)(i) above to purchase the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredDefeasance Collateral; and (10ix) payment of all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with Borrower's exercise of its rights under this Section 2.5, the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge release of the Notes lien of Mortgage on the Property, the review of the proposed Defeasance Collateral and this Indenture as contemplated by this Article 8 have been complied withthe preparation of the Defeasance Security Agreement and related documentation.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect (a) Provided no Event of Default has occurred and is continuing, at any time (and from time to time) after the Notes only if: date which is (1) two (2) years after the Company irrevocably deposits in trust with “startup day,” within the Trustee for the benefit meaning of Section 860G(a)(9) of the Holders money in U.S. dollars Code, of a “real estate mortgage investment conduit,” within the meaning of Section 860D of the Code, that holds the Note (or U.S. Government Securities if the Note has been severed pursuant to Section 9.4 or a combination thereof for Section 10.2(c) hereof, that holds the payment of principal of and premiumlast Note) or (2) three (3) years after the date hereof, if anywhichever shall first occur, and interest on before the Notes to maturity Prepayment Lockout Expiration Date, Borrowers may cause the release of all of the Properties or redemptionany individual Property (or Properties), as the case may be, from the Lien of the Mortgages and the other Loan Documents encumbering the same (a “Defeasance Event”) upon the satisfaction of the each of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the “Release Date”) on which the Defeasance Collateral is to be delivered, such Release Date to occur only on a Monthly Payment Date; (2ii) all accrued and unpaid interest and all other sums due under the Company delivers Note and under the other Loan Documents up to the Trustee a certificate from a firm Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of independent accountants expressing their opinion that the payments proposed Defeasance Collateral and the preparation of principal the Defeasance Security Agreement and interest when due and without reinvestment related documentation), shall be paid in full on or prior to the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturityRelease Date; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9iii) in the case event only a portion of the covenant defeasance optionLoan is the subject of a defeasance, Lender, at Borrowers’ expense, shall prepare all necessary documents to modify any applicable Loan Documents and to amend and restate the Company Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have delivered to identical terms as the Trustee an Opinion of Counsel in Note except for the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.principal Pool 2

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect (a) Provided no Event of Default has occurred and is continuing, at any time (and from time to time) after the Notes only if: date which is (1) two (2) years after the Company irrevocably deposits in trust with “startup day,” within the Trustee for the benefit meaning of Section 860G(a)(9) of the Holders money in U.S. dollars Code, of a “real estate mortgage investment conduit,” within the meaning of Section 860D of the Code, that holds the Note (or U.S. Government Securities if the Note has been severed pursuant to Section 9.4 or a combination thereof for Section 10.2(c) hereof, that holds the payment of principal of and premiumlast Note) or (2) three (3) years after the date hereof, if anywhichever shall first occur, and interest on before the Notes to maturity Prepayment Lockout Expiration Date, Borrowers may cause the release of all of the Properties or redemptionany individual Property (or Properties), as the case may be, from the Lien of the Mortgages and the other Loan Documents encumbering the same (a “Defeasance Event”) upon the satisfaction of the each of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the “Release Date”) on which the Defeasance Collateral is to be delivered, such Release Date to occur only on a Monthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; (iii) in the event only a portion of the Loan is the subject of a defeasance, Lender, at Borrowers’ expense, shall prepare all necessary documents to modify any applicable Loan Documents and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical terms as the Note except for the principal balance. The principal balance of the Defeased Note shall equal or exceed the Release Amount for the Property being released. A Defeased Note cannot be the subject of any further defeasance; and Pool 1 (iv) Borrowers shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Prepayment Lockout Expiration Date, and (2) in amounts equal to or greater than the Company delivers Monthly Interest Payment up to and including December 11, 2009 and the Monthly Debt Service Payment Amount thereafter, in each case with respect to the Trustee Loan or, in the case of a partial defeasance, the Defeased Note, as applicable, through and including the Prepayment Lockout Expiration Date, together with payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, in each case, as of the Prepayment Lockout Expiration Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrowers hereunder shall be refunded to Borrowers promptly after each Monthly Payment Date; (C) a certificate of Borrowers certifying that all of the requirements set forth in this Section 2.5 have been satisfied; (D) an opinion of counsel for Borrowers in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrowers in accordance with its terms; and (2) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) a Rating Agency Confirmation from the applicable Rating Agencies with respect to the collateral substitution (or a written waiver from such Rating Agencies indicating that a Rating Agency Confirmation is not required); Pool 1 (F) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturity;provisions of Section 2.5.1(a)(iv)(A) above; and (3G) no Default such other certificates, documents or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit;instruments as Lender may reasonably require. (4b) In connection with the conditions set forth in Section 2.5.1(a)(iv) above, each Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the amounts delivered pursuant to Section 2.5.1(a)(iv)(A) above to purchase the Defeasance Collateral. (c) Any Borrower may obtain the release of its Property from the lien of the related Mortgage (and the other Loan Documents) only upon the satisfaction of the additional following covenants: (i) Borrowers must certify to Lender that after giving effect to 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 Companypartial defeasance, the Guarantor or any of its Subsidiaries is a party or by which Debt Service Coverage Ratio for the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered remaining Properties that will remain subject to the Trustee an Opinion lien of Counsel (subject to customary assumptions and exclusions) to the effect that Mortgages shall be not less than the greater of (A) the Notes Closing DSCR, and (2) the Debt Service Coverage Ratio (determined by including the Property to be released) for the twelve (12) full calendar months immediately preceding the Release Date, which certification shall be accompanied by such evidence in support thereof as Lender may reasonably require; (ii) Borrowers must certify to Lender that after giving effect to such partial defeasance, the Net Cash Flow generated from the remaining Properties that will remain subject to the lien of the Mortgages is sufficient to pay all rent payable pursuant to the terms of the Operating Leases relating to such Properties, which certification shall be accompanied by such evidence in support thereof as Lender may reasonably require, provided that if the Net Cash Flow generated from the remaining Properties that will remain subject to the lien of the Mortgages is not sufficient to pay all rent payable pursuant to the terms of the Operating Leases relating to such Properties (the amount of such insufficiency being referred to herein as the “Shortfall”), and if the establishment of the escrow hereinafter provided will not violate any of the provisions of the federal income tax law relating to real estate mortgage investment conduits and related provisions and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time, or otherwise adversely impact the status of any REMIC Trust formed pursuant to a Securitization as a “real estate mortgage investment conduit”, then Borrowers may satisfy this requirement by establishing a cash escrow with Lender on the Release Date in an amount equal to the aggregate amount of the Shortfall for the remaining term of the Loan (which escrow shall constitute a portion of the “Reserve Funds” under this Agreement and additional collateral for the Loan and shall be disbursed to Borrowers in equal monthly installments so long as both (A) no Event of Default is continuing under the Loan and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and prior to each such disbursement Borrowers have delivered evidence satisfactory to Lender that no Holder of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a monetary default has occurred under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredOperating Lease); and (10iii) the Company delivers Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, an endorsement to the Trustee Title Insurance Policies (or an Officerirrevocable commitment to issue such endorsement), in form and substance satisfactory to Lender and insuring the priority of Lender’s Certificate remaining liens created by the Mortgages and an Opinion of Counsel, each stating that all conditions precedent the other Loan Documents on the remaining Properties after giving effect to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withpartial defeasance.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Defaultthe Company under Section 6.1(7), on the 91st 123rd day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st 123rd day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyCompany within the meaning of the Bankruptcy Law, after the 91st 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st 123rd day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st 123rd day following the deposit and that no Holder of the Notes Securities is an insider of the Company, after the 91st 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may Issuers shall be entitled to exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof Obligations for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities due, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered delivers to the Trustee an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusionsexceptions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right rights generally; (64) 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 any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) the deposit does not constitute a default under any other material agreement (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) binding on the Companyan Issuer; (76) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or nor is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (iA) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, ruling or (iiB) since the date of this Indenture Issue Date there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 have been complied with. Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof Obligations for the payment of principal of and premium, if anyof, and interest on, the Bonds to Maturity or, if the defeasance occurs prior to the date on which the Notes Company can redeem the Bonds pursuant to maturity or redemptionSection 11.1(b), as the case may beto such date; (2) the Company delivers to the Trustee a certificate from a an internationally 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 Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay when due principal of, and interest when due on on, all the Notes Bonds to maturityMaturity or to the Redemption Date; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (Counsel, subject to certain customary assumptions and exclusions) qualifications, to the effect that (A) the Notes 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 of the Notes is an insider of the Company, after the 91st day following the deposit, the trust funds so deposited will not be subject to the effect any rights of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generallyother holders of Debt of the Company; (64) the deposit does not constitute a default under any other agreement binding on the Company; (75) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to 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; (97) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) 8) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Bonds and this Indenture as contemplated by this Article 8 IV have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may bematurity; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default underunder this Indenture, this Indenture the Securities, the Collateral Documents and the Intercreditor Agreements or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option with respect to the Notes only if: (1a) the Company Issuer irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for Obligations which through the payment of interest and principal in respect thereof in accordance with their terms shall provide money in an amount, or any combination thereof, in each case, sufficient to pay and discharge the principal of each installment of principal and premiuminterest, if any, and interest on the Outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to maturity but not including the Stated Maturity thereof or redemption, as the case may bedate of redemption designated by the Issuer pursuant to the final paragraph of this Section 8.2; (2b) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3c) no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5d) the Company Issuer shall have delivered to the Trustee an Opinion opinion of Counsel (subject to customary assumptions and exclusions) recognized U.S. counsel independent of the Issuer to the effect effect: (i) that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge of obligations, which in the case of Legal Defeasance must be based on a change in law or a ruling by the U.S. Internal Revenue Service; and (Aii) that the defeasance trust is not or is not required to be registered, or is registered as, an investment company under the Investment Company Act of 1940, as amended; and (e) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company Issuer delivers to the Trustee an Opinion of Counsel (subject and an Officers’ Certificate as to customary assumptions and exclusions) compliance with all conditions precedent provided for in this Indenture relating to the effect that the trust resulting from the deposit does not constitute, Legal Defeasance or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940Covenant Defeasance, as amended; (8) in the case applicable, of the legal defeasance optionNotes. Before or after a deposit, the Company Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with ARTICLE V hereof. If the Issuer deposits or causes to be deposited money or U.S. Government Obligations to pay or discharge the principal of and interest, if any, on the Outstanding Notes to but not including a date on which all of the outstanding Notes are to be redeemed, such Redemption Date shall have be irrevocably designated by a Board Resolution of the Issuer delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, on or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since prior to the date of this Indenture there has been a change deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable request by the Issuer that the Trustee give notice of such redemption in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner name and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case expense of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion Issuer in accordance with Article V of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withIndenture.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars in an amount, or U.S. Government Securities Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination thereof for of U.S. dollars or such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest, to pay and discharge the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of DefaultDefault under Sections 6.1(7) and (8), on the later of (i) the 91st day after such date of deposit or (ii) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit; (4) such legal defeasance or covenant defeasance deposit shall not result in a breach or violation of, or constitute a Default under, this Indenture Indenture, the Collateral Documents or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, 7) the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (subject to customary assumptions and exclusions) stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such deposit and defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal deposit and defeasance had not occurred; occurred and (9ii) in the case of the covenant legal defeasance option, such Opinion of Counsel must be based on a ruling by the Company Internal Revenue Service or other change in the applicable U.S. law; (8) If the Securities are to be redeemed prior to Stated Maturity, notice of such redemption shall have delivered been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would shall have been the case if such deposit and covenant defeasance had not occurredmade; and (109) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect following shall be the conditions to the Notes only ifapplication of Section 8.01 hereof to the outstanding Notes: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars Legal Tender or U.S. Government Securities Obligations, or a combination thereof thereof, for the payment of principal of of, interest and premium, if any, and interest on the outstanding Notes to maturity on the stated date for payment thereof or redemptionon 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; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment U.S. Legal Tender will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the outstanding Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency Events of Defaultevents are concerned, at any time in the period ending on the 91st day after such the date of deposit; (4) such legal defeasance the Company delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or covenant with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (5) neither the deposit nor the defeasance shall not result in a breach default or violation of, or constitute a Default under, this Indenture or event of default under any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the Company, the Guarantor or any of its Subsidiaries Company is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its the Subsidiaries is a party or by which the Company, the Guarantor or any of its the Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 IX have been complied with.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants accountants, investment bank or appraisal firm expressing their opinion that the payments of principal and interest when due and without reinvestment on of the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain bankruptcy be applied to such deposit and the grant of any Lien securing such borrowings) or insolvency insofar as Events of DefaultDefault specified in Section 6.1(7) are concerned, at any time in the period ending on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Issuers or any of its their Significant Subsidiaries is a party or by which the Company, the Guarantor Issuers or any of its their Significant Subsidiaries is bound; (5) the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company Issuers between the date of deposit and the 91st day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyIssuers, 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’ right rights generally; (6) the Issuers deliver to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute constitute, and does not qualify as, a default regulated investment company under any other agreement binding on the CompanyInvestment Company Act of 1940; (7) in the Company delivers case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers Issuers deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof Obligations for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered delivers to the Trustee an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusionsexceptions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right rights generally; (64) 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 any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); (5) the deposit does not constitute a default under any agreement (other agreement than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) binding on the Company; (76) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture Issue Date there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal deposit and defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture Securities as contemplated by this Article 8 have been complied with. 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 3.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Defaultthe Company under Section 6.1(7), on the 91st 123rd day after such date of depositdeposit (except as a result of any breach of covenants in connection with Incurring Indebtedness to fund such defeasance); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st 123rd day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyCompany within the meaning of the Bankruptcy Law, after the 91st 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (97) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) 8) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the Company Issuer or the Guarantor irrevocably deposits in trust with the Trustee for the benefit of the Holders money cash in U.S. dollars Euros or U.S. European Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2b) the Company Issuer or the Guarantor delivers to the Trustee a certificate from a nationally or internationally recognized firm of independent certified public accountants expressing their such firm's opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3c) 184 days pass after the deposit is made and during the 184-day period no Default specified in Section 6.01(vii) or Event of Default shall have occurred and be continuing on the date of such deposit or, (viii) with respect to certain bankruptcy or insolvency Events the Guarantor occurs which is continuing at the end of Default, on the 91st day after such date of deposit;period; 72 80 (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6d) the deposit does not constitute a default under any other agreement binding on the CompanyGuarantor and is not prohibited by Article 10; (7e) the Company Issuer or the Guarantor delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) f) in the case of the legal defeasance option, the Company Issuer or the Guarantor shall have delivered to the Trustee (i) an Opinion of Counsel in the United States stating that either (iA) the Company Issuer or the Guarantor has received from, or there has been published by, from the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; occurred and (9ii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in each of Luxembourg, The Netherlands, France, Germany and the United States Kingdom to the effect that the beneficial owners Holders of the Notes will not recognize income, gain or loss for federal income Luxembourg, Dutch, French, German or United Kingdom tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income Luxembourg, Dutch, French and German and United Kingdom tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit covenant defeasance had not occurred; (g) in the case of the covenant defeasance option, the Issuer or the Guarantor shall have delivered to the Trustee (i) an Opinion of Counsel to the effect 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 and (ii) an Opinion of Counsel in each of Luxembourg, The Netherlands, France, Germany and the United Kingdom to the effect that the Holders of the Notes will not recognize income, gain or loss for Luxembourg, French, Dutch, German or United Kingdom tax purposes as a result of such covenant defeasance and will be subject to Luxembourg, French, Dutch, German and United Kingdom 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 (10h) the Company delivers Issuer or the Guarantor shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Guarantor may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option Legal Defeasance Option or its covenant defeasance option with respect to the Notes Covenant Defeasance Option only if: (1i) the Company irrevocably deposits or causes to be deposited in trust with the Non-Convertible Second Lien Trustee for the benefit of the Holders money cash in U.S. dollars or Dollars, U.S. Government Securities Obligations or a combination thereof for in an amount sufficient to pay the payment of principal of of, and premium, premium (if any, ) and interest on the New Second Lien Non-Convertible Notes to when due at maturity or redemption, as the case may be;; provided that if such redemption is made pursuant to Paragraph 7(b) of the form of New Second Lien Non-Convertible Note set forth in Exhibit A hereto, (or any corresponding paragraph of a Global Note or a Definitive Note), then: : (1) the amount of money or U.S. Government Obligations that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed applicable premium calculated as of the date of such deposit, as calculated by the Company in good faith; and (2) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay any applicable premium as determined on such date; (ii) the Company delivers to the Non-Convertible Second Lien Trustee a certificate from a nationally recognized certified public accounting firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all of the New Second Lien Non-Convertible Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7iii) the Company delivers to the Non-Convertible Second Lien Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, iv) the Company shall have delivered to the Non-Convertible Second Lien Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Subsidiary Guarantor or others; (v) in the case of the Legal Defeasance Option, the Company will have delivered to the Non-Convertible Second Lien Trustee an Opinion of Counsel in the United States stating that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Second Lien 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 will confirm that, the beneficial owners of the New Second Lien Non-Convertible Notes 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 deposit and defeasance had not occurred; (9vi) in the case of the covenant defeasance optionCovenant Defeasance Option, the Company shall will have delivered to the Non-Convertible Second Lien Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the New Second Lien Non-Convertible Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10vii) the Company delivers to the Non-Convertible Second Lien Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the New Second Lien Non-Convertible Notes to be so defeased and this Indenture discharged as contemplated by this Article 8 VIII have been complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Non-Convertible Second Lien Trustee for the redemption of the New Second Lien Non-Convertible Notes at a future date in accordance with Article V.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company Issuer shall irrevocably deposits deposit in trust (the “defeasance trust”) with the Trustee for the benefit of the Holders money in U.S. dollars Euro or U.S. Euro-denominated Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal of principal, premium and premiumadditional amounts, if any, and interest on the Notes to maturity redemption or redemptionmaturity, as the case may be; (2) the Company delivers Issuer shall 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. Euro-denominated Government Securities Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal principal, premium and additional amounts, if any, and interest when due on all the Notes to redemption or maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which shall be used to defease the 91st day after Notes concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the CompanyIssuer, the Guarantor Company or any of its Subsidiaries is a party or by which the CompanyIssuer, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company Issuer between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the CompanyIssuer, after the 91st day following the deposit, the trust funds will shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer; (7) the Company Issuer delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee (a) an Opinion of Counsel in the United States stating that (i) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; and (b) an Opinion of Counsel in the Tax Jurisdiction(s) of the Issuer (including any Successor Issuer) to the effect that Holders and beneficial owners of the Notes will not recognize income, gain or loss for the income tax purposes of such Tax Jurisdiction(s) as a result of such deposit and defeasance and will be subject to income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; (9) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee (a) an Opinion of Counsel in the United States to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and 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 deposit and covenant defeasance had not occurred; occurred and (9b) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States Tax Jurisdiction(s) of the Issuer (including any Successor Issuer) to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for federal the income tax purposes of such Tax Jurisdiction(s) as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may bematurity; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy the Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Securities concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has 73 67 received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1a) the Company Issuer or the Guarantor irrevocably deposits in trust with the Trustee for the benefit of the Holders money cash in U.S. United States dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2b) the Company Issuer or the Guarantor delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their such firm's opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3c) 184 days pass after the deposit is made and during the 184-day period no Default specified in Section 6.01(vii) or Event of Default shall have occurred and be continuing on the date of such deposit or, (viii) with respect to certain bankruptcy or insolvency Events the Guarantor occurs which is continuing at the end of Default, on the 91st day after such date of depositperiod; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6d) the deposit does not constitute a default under any other agreement binding on the CompanyGuarantor and is not prohibited by Article 10; (7e) the Company Issuer or the Guarantor delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) f) in the case of the legal defeasance option, the Company Issuer or the Guarantor shall have delivered to the Trustee (i) an Opinion of Counsel in the United States stating that either (iA) the Company Issuer or the Guarantor has received from, or there has been published by, from the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners Holders of the Notes will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; occurred and (9ii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in each of Luxembourg, The Netherlands, France, Germany and the United States Kingdom to the effect that the beneficial owners Holders of the Notes will not recognize income, gain or loss for federal Luxembourg, Dutch, French, German or United Kingdom tax purposes as a result of such covenant defeasance and will be subject to Luxembourg, Dutch, French and German and United Kingdom tax on the same amounts, in the same 55 manner and at the same times as would have been the case if such covenant defeasance had not occurred; (g) in the case of the covenant defeasance option, the Issuer or the Guarantor shall have delivered to the Trustee (i) an Opinion of Counsel to the effect 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 deposit and covenant defeasance and will be subject to federal U.S. Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit covenant defeasance had not occurred and (ii) an Opinion of Counsel in each of Luxembourg, The Netherlands, France, Germany and the United Kingdom to the effect that the Holders of the Notes will not recognize income, gain or loss for Luxembourg, French, Dutch, German or United Kingdom tax purposes as a result of such covenant defeasance and will be subject to Luxembourg, French, Dutch, German and United Kingdom 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 (10h) the Company delivers Issuer or the Guarantor shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with. Before or after a deposit, the Guarantor 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 Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may bematurity; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which shall be used to defease the 91st day after Notes concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, after the 91st day following the deposit, the trust funds will shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will Noteholders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit 92 and the 91st day following the deposit and that no Holder of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect following shall be the conditions to the Notes only ifapplication of Section 8.1 hereof to the outstanding Notes: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, for the payment of principal of of, interest and premium, if any, and interest on the outstanding Notes to maturity on the stated date for payment thereof or redemptionon 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; (2) the Company delivers Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the outstanding Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency Events of Defaultevents are concerned, at any time in the period ending on the 91st day after such the date of deposit; (4) such legal defeasance the Issuers delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or covenant with the intent of defeating, hindering, delaying or defraud ing any other creditors of the Issuers and the deposit is not prohibited under any Designated Senior Indebtedness; (5) neither the deposit nor the defeasance shall not result in a breach default or violation of, or constitute a Default under, this Indenture or event of default under any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is Issuers are a party or by which the Company, Issuers are bound and neither the Guarantor or any of its Subsidiaries is bounddeposit nor the defeasance shall be prohibited by Article 10; (56) the Company shall have delivered Issuers deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers Issuers deliver to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated contem plated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a 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 Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers 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 Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from borrowing of funds to certain bankruptcy or insolvency Events of Default, on the 91st day after be applied to such date of deposit); (4) 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 Company, the Guarantor Issuers or any of its their Subsidiaries is a party or by which the Company, the Guarantor Issuers or any of its their Subsidiaries is bound; (5) the Company Issuers shall each have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company Issuers between the date of deposit and the 91st day following the deposit and that no if a Holder of the Notes Securities is an insider of the CompanyIssuers within the meaning of the Bankruptcy Law, after the 91st 366th 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers Issuers deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture Issue Date there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company Issuers shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) each of the Company Issuers delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect following shall be the conditions to the Notes only ifapplication of Section 8.01 hereof to the outstanding Notes: (1) the Company company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars Legal Tender or U.S. Government Securities Obligations, or a combination thereof thereof, for the payment of principal of of, interest and premium, if any, and interest on the outstanding Notes to maturity on the stated date for payment thereof or redemptionon 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; (2) the Company company delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants or a nationally recognized Investment banking firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment U.S. Legal Tender will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the outstanding Notes to maturitymaturity or redemption, as the case may be; (3) no Default default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain be applied to such deposit) or insofar as events of default from bankruptcy or insolvency Events of Defaultevents are concerned, at any time in the period ending on the 91st day after such the date of deposit; (4) such legal defeasance the company delivers to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or covenant with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (5) neither the deposit nor the defeasance shall not result in a breach Default or violation of, or constitute a Event of Default under, this Indenture or under any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the Company, the Guarantor or any of its Subsidiaries Company is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally;; 71 64 (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment Investment company under the U.S. Investment Company Act company act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service internal revenue service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Restricted Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect (a) Provided no Event of Default has occurred and is continuing, at any time (and from time to time) after the Notes only if: date which is (1) two (2) years after the Company irrevocably deposits in trust with “startup day,” within the Trustee for the benefit meaning of Section 860G(a)(9) of the Holders money in U.S. dollars Code, of a “real estate mortgage investment conduit,” within the meaning of Section 860D of the Code, that holds the Note (or U.S. Government Securities if the Note has been severed pursuant to Section 9.4 or a combination thereof for Section 10.2(c) hereof, that holds the payment of principal of and premiumlast Note) or (2) three (3) years after the date hereof, if anywhichever shall first occur, and interest on before the Notes to maturity Prepayment Lockout Expiration Date, Borrowers may cause the release of all of the Properties or redemptionany individual Property (or Properties), as the case may be, from the Lien of the Mortgages and the other Loan Documents encumbering the same (a “Defeasance Event”) upon the satisfaction of the each of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the “Release Date”) on which the Defeasance Collateral is to be delivered, such Release Date to occur only on a Monthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; (iii) in the event only a portion of the Loan is the subject of a defeasance, Lender, at Borrowers’ expense, shall prepare all necessary documents to modify any applicable Loan Documents and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical terms as the Note except for the principal balance. The principal balance of the Defeased Note shall equal or exceed the Release Amount for the Property being released. A Defeased Note cannot be the subject of any further defeasance; and (iv) Borrowers shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Prepayment Lockout Expiration Date, and (2) in amounts equal to or greater than the Company delivers Monthly Interest Payment up to and including December 11, 2009 and the Monthly Debt Service Payment Amount thereafter, in each case with respect to the Trustee Loan or, in the case of a partial defeasance, the Defeased Note, as applicable, through and including the Prepayment Lockout Expiration Date, together with payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, in each case, as of the Prepayment Lockout Expiration Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrowers hereunder shall be refunded to Borrowers promptly after each Monthly Payment Date; (C) a certificate of Borrowers certifying that all of the requirements set forth in this Section 2.5 have been satisfied; (D) an opinion of counsel for Borrowers in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrowers in accordance with its terms; and (2) any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) a Rating Agency Confirmation from the applicable Rating Agencies with respect to the collateral substitution (or a written waiver from such Rating Agencies indicating that a Rating Agency Confirmation is not required); (F) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturity;provisions of Section 2.5.1(a)(iv)(A) above; and (3G) no Default such other certificates, documents or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit;instruments as Lender may reasonably require. (4b) In connection with the conditions set forth in Section 2.5.1(a)(iv) above, each Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the amounts delivered pursuant to Section 2.5.1(a)(iv)(A) above to purchase the Defeasance Collateral. (c) Any Borrower may obtain the release of its Property from the lien of the related Mortgage (and the other Loan Documents) only upon the satisfaction of the additional following covenants: (i) Borrowers must certify to Lender that after giving effect to 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 Companypartial defeasance, the Guarantor or any of its Subsidiaries is a party or by which Debt Service Coverage Ratio for the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered remaining Properties that will remain subject to the Trustee an Opinion lien of Counsel (subject to customary assumptions and exclusions) to the effect that Mortgages shall be not less than the greater of (A) the Notes Closing DSCR, and (2) the Debt Service Coverage Ratio (determined by including the Property to be released) for the twelve (12) full calendar months immediately preceding the Release Date, which certification shall be accompanied by such evidence in support thereof as Lender may reasonably require; (ii) Borrowers must certify to Lender that after giving effect to such partial defeasance, the Net Cash Flow generated from the remaining Properties that will remain subject to the lien of the Mortgages is sufficient to pay all rent payable pursuant to the terms of the Operating Leases relating to such Properties, which certification shall be accompanied by such evidence in support thereof as Lender may reasonably require, provided that if the Net Cash Flow generated from the remaining Properties that will remain subject to the lien of the Mortgages is not sufficient to pay all rent payable pursuant to the terms of the Operating Leases relating to such Properties (the amount of such insufficiency being referred to herein as the “Shortfall”), and if the establishment of the escrow hereinafter provided will not violate any of the provisions of the federal income tax law relating to real estate mortgage investment conduits and related provisions and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time, or otherwise adversely impact the status of any REMIC Trust formed pursuant to a Securitization as a “real estate mortgage investment conduit”, then Borrowers may satisfy this requirement by establishing a cash escrow with Lender on the Release Date in an amount equal to the aggregate amount of the Shortfall for the remaining term of the Loan (which escrow shall constitute a portion of the “Reserve Funds” under this Agreement and additional collateral for the Loan and shall be disbursed to Borrowers in equal monthly installments so long as both (A) no Event of Default is continuing under the Loan and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and prior to each such disbursement Borrowers have delivered evidence satisfactory to Lender that no Holder of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a monetary default has occurred under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredOperating Lease); and (10iii) the Company delivers Borrowers shall deliver to Lender, at Borrowers’ sole cost and expense, an endorsement to the Trustee Title Insurance Policies (or an Officerirrevocable commitment to issue such endorsement), in form and substance satisfactory to Lender and insuring the priority of Lender’s Certificate remaining liens created by the Mortgages and an Opinion of Counsel, each stating that all conditions precedent the other Loan Documents on the remaining Properties after giving effect to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withpartial defeasance.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date (the “Defeasance Lockout Expiration Date”) which is the earlier of: (A) two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Code, of the final “real estate mortgage investment conduit,” established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof, Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (1i) not less than sixty (60) days prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with “Release Date”) on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Borrower shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than the Company delivers Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as applicable, through and including the Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the Trustee depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4.2 have been satisfied; (D) an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.4.2(a)(iii)(A) above; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4G) such legal defeasance other certificates, documents or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, instruments as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredLender may reasonably require; and (10H) in connection with the Company delivers conditions set forth above in this Section 2.4.2(a)(iii), Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the amounts delivered pursuant to Section 2.4.2(a)(iii)(A) above to purchase the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withDefeasance Collateral.

Conditions to Defeasance. The Company Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company Issuer irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of of, and premium, if any, and interest on on, the Notes to maturity or redemption, as the case may beNotes; (2) the Company Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturityon the Stated Maturity or on the applicable Redemption Date, as so specified by the Issuer; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which will be used to defease the 91st day after Notes concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the CompanyIssuer, the Guarantor or any of its Subsidiaries is a party or by which the CompanyIssuer, the Guarantor or any of its their Subsidiaries is bound; (5) the Company Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company Issuer between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the CompanyIssuer, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyIssuer or the Guarantor; (7) the Company Issuer delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company Issuer delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company or any of the Guarantors may exercise its the legal defeasance option or its the covenant defeasance option with respect to the Notes only if: (1a) the The Company or such applicable Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee for as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money in U.S. dollars or U.S. Government Securities Obligations, or a combination thereof thereof, sufficient for the payment of principal of and premium, if any, and interest on all the Notes Bonds to maturity Maturity or redemption, as the case may be; (2b) the The Company or such applicable Guarantor delivers to the Trustee a certificate from a an internationally recognized firm of independent accountants expressing their opinion that the payments of principal of and interest on the Bonds when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts as will shall be sufficient to pay principal of and interest when due on all the Notes to maturityBonds when due at Maturity or on redemption, as the case may be; (3c) 123 days pass after the deposit is made in accordance with the terms of Section 8.2(a) and during such 123-day period no Default or Event of Default specified in Section 6.1(7) occurs which is continuing at the end of the period; (d) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day and after such date of depositgiving effect thereto; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6e) the deposit does not constitute a default or event of default under any other agreement binding on the CompanyCompany or on any of the Guarantors; (7f) the The Company or such Guarantor, as applicable, delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) g) The Company or such Guarantor, as applicable, delivers to the Trustee Opinions of Counsel stating that, under Cayman Islands and Brazilian law, Holders (other than Brazilian persons) shall not recognize gain for Cayman Islands or Brazilian tax purposes and payments from the defeasance trust to any such Holder shall not be subject to withholding payments under Cayman Islands or Brazilian law; (h) in the case of the legal defeasance option, the Company shall have delivered or any of the Guarantors delivers to the Trustee an Opinion of Counsel in the United States stating that (i) the Company or such Guarantor, as applicable, has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and 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 deposit and defeasance had not occurred; (9i) in the case of the covenant defeasance option, the Company shall have delivered or such Guarantor, as applicable, delivers to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to U.S. federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and; (10j) the Company or such Guarantor, as applicable, delivers to the Trustee an Officer’s Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and (k) the Company or such Guarantor, as applicable, 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 and this Indenture Bonds as contemplated by this Article 8 VIII have been complied with. Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Bonds at a future date in accordance with Article III.

Conditions to Defeasance. The Company Issuers may exercise its their legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company Issuers irrevocably deposits deposit in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof the principal of and interest (without reinvestment) on which shall be sufficient, or a combination thereof sufficient, for the payment of principal of and principal, premium, if any, and interest on the Notes to maturity redemption or redemption, as the case may bematurity; (2) the Company delivers 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 Securities Obligations plus any deposited money without investment will shall provide cash at such times and in such amounts as will shall be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes to redemption or maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, (other than a Default or Event of Default with respect to certain bankruptcy this Indenture resulting from the incurrence of Indebtedness, all or insolvency Events a portion of Default, on which shall be used to defease the 91st day after Notes concurrently with such date of depositincurrence); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, under this Indenture or any other material agreement or instrument to which the Company, the Guarantor Issuers or any of its Subsidiaries is a party or by which the Company, the Guarantor Issuers or any of its Subsidiaries is bound; (5) the Company Issuers shall have each delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company Issuers between the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the CompanyIssuers, after the 91st day following the deposit, the trust funds will shall not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the CompanyIssuers; (7) the Company delivers Issuers each deliver to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company Issuers each shall have delivered to the Trustee an Opinion of Counsel in the United States stating (subject to customary exceptions and exclusions) to the effect that (i) the Company has Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company Issuers shall have each delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will shall be subject to federal income tax on the same amountamounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers Issuers each deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date which is the earlier of: (A) two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Code, of the final “real estate mortgage investment conduit,” established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the “Defeasance Lockout Expiration Date”), Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (1i) not less than sixty (60) days prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with “Release Date”) on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (ii) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (iii) Borrower shall deliver to Lender on or prior to the Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than the Company delivers Monthly Debt Service Payment Amount through and including the Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the Trustee depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.4.2 have been satisfied; (D) an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of such defeasance; (E) at Lender’s request, a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.4.2(a)(iii)(A) above; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4G) such legal defeasance other certificates, documents or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, instruments as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredLender may reasonably require; and (10H) in connection with the Company delivers conditions set forth above in this Section 2.4.2(a)(iii), Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the amounts delivered pursuant to Section 2.4.2(a)(iii)(A) above to purchase the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes and this Indenture as contemplated by this Article 8 have been complied withDefeasance Collateral.

Conditions to Defeasance. The Company Each of the Issuers may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company such Issuer irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company such Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date as a result of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the later of (i) the 91st day after such date of deposit or (ii) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Issuer in respect of such deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or default under any other material agreement or instrument to which the Company, the Guarantor Issuer or any of its Subsidiaries is a party or by which the Company, the Guarantor Issuer or any of its Subsidiaries is bound; (5) the Company such Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company such Issuer between the date of deposit and the 91st day following the deposit and that no Holder of the Notes Securities is an insider of the Companysuch Issuer, after the 91st day following the deposit, the trust funds funds, will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right ' rights generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company such Issuer delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company such Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company such Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company such Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company such Issuer delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and of, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a firm of independent accountants expressing their opinion an Officers’ Certificate stating that the payments of principal and interest when due and without reinvestment on of the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect (other than a Default or Event of Default resulting from the borrowing of funds to certain bankruptcy be applied to such deposit and the grant of any Lien securing such borrowings) or insolvency insofar as Events of DefaultDefault specified in Section 6.1(7) are concerned, at any time in the period ending on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Significant Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Significant Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ right rights generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified and does not qualify as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) 7) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance had not occurred; (9) 8) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (109) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to either the legal defeasance and discharge of or covenant defeasance, as the Notes and this Indenture case may be, as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars an amount sufficient or U.S. Government Securities Obligations, the principal of and interest on which shall be sufficient, or a combination thereof for sufficient, to pay the payment of principal of of, and premium, premium (if any), interest and interest Additional Interest (if any), on the Notes to when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4iii) such legal defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under the Investment Company Act or exempt from registration thereunder; (iv) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the Company, the Guarantor or any of its Subsidiaries Company is bound; (5v) no Default or Event of Default under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance; (vi) the Company shall have delivered to is not “insolvent” within the Trustee an Opinion meaning of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company between any Bankruptcy Law on the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day following the such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6vii) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and that such defeasance will be subject to not otherwise alter those Holders’ and beneficial owners’ United States federal income tax treatment of principal and interest payments 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 occurredNotes; (9viii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and that such defeasance will be subject to not otherwise alter those Holders’ and beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredNotes; and (10ix) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or defeasance as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3. (c) In the event that a petition for relief under any Bankruptcy Law is filed with respect to the Company within 91 days after the deposit referred to in Section 8.1(a)(i) and Section 8.2(a)(i) and the Trustee is required to return to the Company or any other Person the money or U.S. Government Obligations or combination thereof then held as trust funds, then the obligations of the Company under the Notes and this Indenture that were defeased, discharged or released in connection with such discharge, defeasance or covenant defeasance, as applicable, shall not be deemed so defeased, discharged or released.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof sufficient (in the opinion of an independent firm of certified public accountants) for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal principal, premium, if any, and interest when due on all the Notes Securities to maturity; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Defaultthe Company under Section 6.1(7), on the 91st 123rd day after such date of depositdeposit (except as a result of any breach of covenants in connection with Incurring Indebtedness to fund such defeasance); (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes Securities and (B) assuming no intervening bankruptcy of the Company between the date of deposit and the 91st 123rd day following the deposit and that no Holder of the Notes Securities is an insider of the CompanyCompany within the meaning of the Bankruptcy Law, after the 91st 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (97) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) 8) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 VIII have been complied with.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company irrevocably deposits in trust with the U.S. Trustee for the benefit of the Holders money in U.S. dollars an amount sufficient or U.S. Government Securities Obligations, the principal of and interest on which shall be sufficient, or a combination thereof for sufficient to pay the payment of principal of of, and premium, premium (if any), and interest interest, on the Notes to when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the U.S. Trustee a certificate from a nationally recognized firm of independent accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4iii) such legal defeasance or covenant defeasance shall does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the CompanyCompany is bound (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the Guarantor or any granting of its Subsidiaries is boundLiens in connection therewith); (5iv) no Default or Event of Default under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith); (v) the Company shall have delivered to is not an “insolvent person” within the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy meaning of the Company between Bankruptcy and Insolvency Act (Canada) and is not insolvent, unable to pay its debts in full or on the eve of insolvency under applicable provincial law on the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day following the such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6vi) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in to the United States stating effect that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments 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 occurredNotes; (9vii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and that such defeasance will be subject to not otherwise alter those beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredNotes; and (10viii) the Company delivers to the Trustee Trustees an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or defeasance as contemplated by this Article 8 have been complied with.

Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities Obligations or a combination thereof, the principal of and interest (without reinvestment) on which will be sufficient, or a combination thereof sufficient, for the payment of principal of and principal, premium, if any, and interest on the Notes Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes Securities to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor Company or any of its Subsidiaries is a party or by which the Company, the Guarantor Company or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes Securities is an insider of the Company, 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’ ' right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) in the United States to the effect that the beneficial owners of the Notes Securityholders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; and (10) the Company delivers to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes Securities and this Indenture as contemplated by this Article 8 ARTICLE VIII have been complied with.

Conditions to Defeasance. The Company Provided no Event of Default has occurred and is continuing, at any time after the date which is the earlier to occur of (A) two (2) years after the "startup day," within the meaning of Section 860G(a)(9) of the Code, of the final "real estate mortgage investment conduit," established within the meaning of Section 860D of the Code, that holds any note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the "Defeasance Lockout Expiration Date"), Borrower may exercise its legal defeasance option or its covenant defeasance option with respect to cause the Notes only ifrelease of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (1a) not less than sixty (60) days' prior written notice shall be given to Lender specifying a date (the Company irrevocably deposits in trust with "Release Date") on which the Trustee for the benefit of the Holders money in U.S. dollars or U.S. Government Securities or Defeasance Collateral is to be delivered, such Release Date to occur only on a combination thereof for the payment of principal of and premium, if any, and interest on the Notes to maturity or redemption, as the case may beMonthly Payment Date; (b) all accrued and unpaid interest and all other sums due under the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the standard and customary fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Release Date; and (c) Borrower shall deliver to Lender on or prior to the Release Date: (i) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Stated Maturity Date, and (2) in amounts equal to or greater than the Company delivers Monthly Debt Service Payment Amount through and including the Stated Maturity Date together with payment in full of the Outstanding Principal Balance as of the Stated Maturity Date (the "Defeasance Collateral"), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to create a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing granting of such security interests; (ii) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "Defeasance Security Agreement"), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (iii) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.5 have been satisfied; (iv) an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of such defeasance; (v) evidence in writing from the applicable Rating Agencies to the Trustee effect that the defeasance of the Loan and collateral substitution will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance event for any securities issued in connection with the Securitization which are then outstanding; (vi) a certificate from a firm of independent public accountants expressing their opinion acceptable to Lender certifying that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities plus any deposited money without investment will provide cash at such times and in such amounts as will be Defeasance Collateral is sufficient to pay principal and interest when due on all satisfy the Notes to maturityprovisions of Section 2.5.1(c)(i) above; (3vii) no Default such other certificates, documents or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of depositinstruments as Lender may reasonably require; (4) such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any other material agreement or instrument to which the Company, the Guarantor or any of its Subsidiaries is a party or by which the Company, the Guarantor or any of its Subsidiaries is bound; (5) the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes 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 of the Notes is an insider of the Company, 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’ right generally; (6) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (i) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; (9viii) in connection with the case conditions set forth in Section 2.5.l(c) above, Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of using the covenant defeasance option, amounts delivered pursuant to Section 2.5.l(c)(i) above to purchase the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the beneficial owners of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredDefeasance Collateral; and (10ix) payment of all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with Borrower's exercise of its rights under this Section 2.5, the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge release of the Notes lien of Mortgage on the Property, the review of the proposed Defeasance Collateral and this Indenture as contemplated by this Article 8 have been complied withthe preparation of the Defeasance Security Agreement and related documentation.

Conditions to Defeasance. (a) The Company may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if: (1i) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars an amount sufficient or U.S. Government Securities Obligations, the principal of and interest on which shall be sufficient, or a combination thereof for sufficient, to pay the payment of principal of of, and premium, premium (if any), interest and interest Additional Interest (if any), on the Notes to when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; (2ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Securities Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturitymaturity or redemption, as the case may be; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, with respect to certain bankruptcy or insolvency Events of Default, on the 91st day after such date of deposit; (4iii) such legal defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under the Investment Company Act or exempt from registration thereunder; (iv) such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a Default default under, this Indenture any indenture or any other material agreement or instrument for borrowed money to which the Company, the Guarantor or any of its Subsidiaries Company is a party or by which the Company, the Guarantor or any of its Subsidiaries Company is bound; (5v) no Default or Event of Default under this Indenture has occurred and is continuing after giving effect to such defeasance or covenant defeasance; (vi) the Company shall have delivered to is not “insolvent” within the Trustee an Opinion meaning of Counsel (subject to customary assumptions and exclusions) to the effect that (A) the Notes and (B) assuming no intervening bankruptcy of the Company between any Bankruptcy Law on the date of deposit and the 91st day following the deposit and that no Holder of the Notes is an insider of the Company, after the 91st day following the such deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ right generally; (6vii) the deposit does not constitute a default under any other agreement binding on the Company; (7) the Company delivers to the Trustee an Opinion of Counsel (subject to customary assumptions and exclusions) to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; (8) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in to the United States stating effect that (iA) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (iiB) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and that such defeasance will be subject to not otherwise alter those Holders’ and beneficial owners’ United States federal income tax treatment of principal and interest payments 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 occurredNotes; (9viii) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders and beneficial owners of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant defeasance and that such defeasance will be subject to not otherwise alter those Holders’ and beneficial owners’ United States federal income tax treatment of principal and interest payments on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurredNotes; and (10ix) the Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating to the effect that all conditions precedent to the such defeasance and discharge of the Notes and this Indenture or defeasance as contemplated by this Article 8 have been complied with. (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3. (c) In the event that a petition for relief under any Bankruptcy Law is filed with respect to the Company within 91 days after the deposit referred to in Section 8.1(a)(i) and the Trustee is required to return to the Company or any other Person the money or U.S. Government Obligations or combination thereof then held as trust funds, then the obligations of the Company under the Notes and this Indenture that were defeased, discharged or released in connection with such defeasance or covenant defeasance, as applicable, shall not be deemed so defeased, discharged or released.